Exhibit 4.3


 


THIS
INDENTURE, is made as of August 28, 2000 between


 


NOVA CHEMICALS CORPORATION, a corporation duly organized
and subsisting under the laws of the Province of Alberta, Canada (herein called
the “Corporation”), having its principal office at 645 Seventh Avenue, S.W.,
Calgary, Alberta T2P 4G8


 


and


 


CIBC MELLON TRUST COMPANY, a trust company incorporated
and existing under the laws of Canada (herein called the “Trustee”)


 


RECITALS OF THE CORPORATION


 


A.                                    The Corporation deems it necessary for its
corporate purposes to create and issue Notes to be created and issued in the
manner hereinafter appearing.


 


B.                                    The Corporation, under the laws relating
thereto, is duly authorized to create and issue the Notes to be issued as
herein provided.


 


C.                                    All things necessary have been done to make
the Notes, when executed by the Corporation and certified by the Trustee and
issued in accordance with the terms of this Indenture, the valid, binding and
legal obligations of the Corporation with the benefits and subject to the terms
of this Indenture and to make this Indenture a valid and binding Indenture, in
accordance with their and its terms.


 


NOW, THEREFORE, THIS
INDENTURE WITNESSES:


 


In
consideration of the premises and the respective agreements set forth herein and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereby agree as follows:


 


ARTICLE 1

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


1.1                               Definitions.


 


For all purposes of this Indenture, except
as otherwise expressly provided or unless the context otherwise requires:


 


(a)                                 the terms defined in this Article have
the meanings assigned to them in this Article, and include the plural as well
as the singular;


 


(b)                                 all accounting terms not
otherwise defined herein have the meanings assigned to them in accordance with
generally accepted accounting principles in Canada consistently applied, and,
except as otherwise herein expressly provided, the term “generally accepted
accounting principles” with respect to any computation required or permitted
hereunder shall mean such accounting principles as are generally accepted at
the date of such computation; and


 





















 


(c)                                  the words “herein”, “hereof”
and “hereunder” and other words of similar import refer to this Indenture as a
whole and not to any particular Article, Section or other subdivision.


 


“Act”, when used with respect to any
Holder, has the meaning specified in Section 1.4.


 


“Additional Amounts” has the meaning
specified in Section 10.10.


 


“Additional Amounts (U.S.)” has the meaning
specified in Section 10.10.


 


“Additional Notes” means Notes that are
issued under a supplemental indenture after the date hereof, which will rank
pari passu with the Notes initially issued in all respects, except that
interest will only accrue on such Additional Notes as and from the issue date
of such Additional Notes or such other date as set forth in the terms of such
Additional Notes.


 


“Affiliate” of any specified Person means
any other Person directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified Person.  For the purposes of this definition, “control”
when used with respect to any specified Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms “controlling”
and “controlled” have meanings correlative to the foregoing.


 


“Attributable Debt” in respect of a
Sale/Leaseback Transaction means, as at the time of determination, the present
value (discounted at the interest rate set forth or implicit in the terms of
such transaction or, if not practicable to determine such rate, the weighted
average interest rate per annum borne by the Notes, compounded semi-annually,
in either case as determined by the principal accounting or financial officer
of the Corporation) of the total obligations of the lessee for rental payments
during the remaining term of the lease included in such Sale/Leaseback
Transaction (including any period for which such lease has been extended or
may, at the option of the lessor, be extended).


 


“Board of Directors” means either the board
of directors of the Corporation or any duly authorized committee of that board
or any designated officers of the Corporation acting pursuant to authority
granted by the board of directors of the Corporation or any committee of such
board.


 


“Board Resolution” means a copy of a
resolution certified by the Corporate Secretary or an Assistant Secretary of
the Corporation to have been duly adopted by the Board of Directors and to be
in full force and effect on the date of such certification, and delivered to
the Trustee.


 


“Business Day” means each Monday, Tuesday,
Wednesday, Thursday and Friday which is not a day on which banking institutions
in Toronto, Ontario or Calgary, Alberta are authorized or obligated by law to
close.


 


“Canada Yield Price” means in respect of
any redemption of Notes, a price, as determined by the Independent Investment
Banker, equal to the sum of the present values of the remaining scheduled
payments of principal and interest on the Notes (not including any portion of
the payments of interest accrued as of the date of redemption) discounted to
the redemption date on a semi-annual basis (assuming a 365 day year) at the
Government of Canada Yield, plus 51 basis points.


 


“Canadian Dollars”, “Cdn$” and “$” each
mean lawful money of Canada.


 


“Capital Stock” of any Person means any and
all shares, interests, rights to purchase, warrants, options, participations or
other equivalents of or interests in (however designated) equity of such
person, including any preferred stock, but excluding any debt securities
convertible into such equity.


 


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“Consolidated Net Tangible Assets” means,
as of any particular time, the aggregate amount of assets (less applicable
reserves and other properly deductible items) after deducting therefrom: (a) all
current liabilities except for (1) notes and loans payable, (2) current
maturities of long-term debt and (3) current maturities of obligations
under capital leases; and (b) to the extent included in said aggregate
amount of assets, all goodwill, trade names, trademarks, patents, organization
expenses, unamortized debt discount and expenses and all other intangible
assets, to the extent included in said aggregate amount of assets, all as set
forth on the most recent consolidated balance sheet of the Corporation and its
consolidated subsidiaries and computed in accordance with GAAP.


 


“Consolidated Shareholders’ Equity” means,
at any date, the aggregate of the dollar amount of the outstanding preferred
and common share capital of the Corporation, plus any outstanding warrants
exercisable into shares, plus any outstanding debentures or other Debt which
are convertible into shares at the option of the Corporation and which have no
significant retraction privilege, plus or minus the amount, without duplication
of any reinvested earnings or deficit, plus any contributed surplus, plus or
minus any cumulative translation adjustment, all as set forth in the most
recent audited year-end consolidated balance sheet of the Corporation.


 


“Corporate Trust Office” means the
principal corporate trust office of the Trustee, at which at any particular
time its corporate trust business shall be administered, which office at the
date of execution of this Indenture is located at #600, 333 — Seventh Avenue
S.W., Calgary, Alberta T2P 2Z1, except that with respect to presentation of
Notes for payment or for registration of transfer or exchange, such term shall
mean the office or agency of the Trustee at which, at any particular time, its
corporate agency business shall be conducted.


 


“Corporation” means the Person named as the
“Corporation” in the first paragraph of this Indenture, until a successor
Person shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter “Corporation” shall mean such successor Person.


 


“corporation” includes corporations,
associations, companies and business trusts.


 


“Corporation Request” or “Corporation Order
” means a written request or order signed in the name of the Corporation by its
Chairman, its President, any Vice President, its Treasurer or an Assistant
Treasurer, and delivered to the Trustee.


 


“Debt” means notes, bonds, debentures or
other similar evidences of indebtedness for money borrowed.


 


“Default” means any event which is, or
after notice or passage of time or both would be, an Event of Default.


 


“Defaulted Interest” has the meaning
specified in Section 3.8.


 


“Depository” means The Canadian Depository
for Securities Limited, its nominees and their respective successors.


 


“Event of Default” has the meaning
specified in Section 5.1.


 


“Excluded Holder” has the meaning specified
in Section 10.10.


 


“Extraordinary Resolution” has the meaning
attributed to it in Section 13.13.


 


“GAAP” means, at any particular time,
accounting principles generally accepted in Canada at such time.


 


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“Government of Canada Yield” means, with
respect to any Redemption Date, the arithmetic average, as determined by the
Independent Investment Banker, of the yield to maturity on the third Business
Day preceding the Redemption Date, compounded semi-annually, which a
non-callable Government of Canada Bond would carry if issued, in Canadian
Dollars in Canada, at 100% of its principal amount on such date with a term to
maturity which most closely approximates the remaining term to maturity of the
Notes from such day as quoted at by the Reference Dealers at 5:00 p.m. on
such day.


 


“Global Note” has the meaning specified in Section 2.1.


 


“Holder” means the Person in whose name a
Note is registered in the Note Register.


 


“Indenture” means this instrument as
originally executed and as it may from time to time be supplemented or amended
by one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof.


 


“Independent Investment Banker” means one
of the Reference Dealers selected by the Corporation.


 


“Interest Payment Date” means the Stated
Maturity of an installment of interest on the Notes.


 


“Maturity”, when used with respect to any
Note, means the date on which the principal of such Note or an installment of
principal becomes due and payable as therein or herein provided, whether at the
Stated Maturity or by declaration of acceleration, notice of redemption or
otherwise.


 


“Necessary Assets” means all assets,
including without limitation land, buildings, manufacturing facilities,
equipment, control systems, easements and rights of way, permits and other
regulatory approvals, pipelines, utilities, pumping and storage facilities,
roads, computers and computer software, technology and all other forms of
intellectual property, feedstock supply agreements and product sale agreements
of any kind (including purchase of feedstock) used or useful in the ownership,
operatorship or maintenance of the property acquired, constructed or improved,
whether or not in existence prior to such acquisition, construction or
improvement.


 


“Noteholder” means a Person in whose name a
Note is registered in the Note Register.


 


“Note Register” and “Note Registrar” have
the respective meanings specified in Section 3.6.


 


“Noteholders’ Request” means an instrument
signed in one or more counterparts by the Holder or Holders of not less than
25% in principal amount of the Notes outstanding for the time being, requesting
the Trustee to take some action or proceeding specified therein.


 


“Notes” means the Notes, including any
Additional Notes authenticated and delivered under this Indenture.


 


“Notice of Default” has the meaning
specified in Section 5.1.


 


“Officer’s Certificate” means a certificate
signed by the Chairman, the President or a Vice President, and by the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of
the Corporation, and delivered to the Trustee.


 


“Opinion of Counsel” means a written
opinion of counsel, who may be counsel for the Corporation, including an employee
of the Corporation, and who shall be acceptable to the Trustee, whose
acceptance shall not be unreasonably withheld.


 


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“Outstanding”, when used with respect to
Notes, means, as of the date of determination, all Notes theretofore
authenticated and delivered under this Indenture, except:


 


(i)                                     Notes theretofore cancelled by
the Trustee or delivered to the Trustee for cancellation;


 


(ii)                                  Notes, or portions thereof,
for whose payment or redemption money in the necessary amount has been
theretofore deposited with the Trustee or any Paying Agent (other than the
Corporation) in trust or set aside and segregated in trust by the Corporation
(if the Corporation shall act as its own Paying Agent) for the Holders of such
Notes; provided that, if such Notes are to be redeemed, notice of such
redemption has been duly given pursuant to this Indenture or provision therefor
satisfactory to the Trustee has been made;


 


(iii)                               Notes, except to the extent
provided in Sections 12.2 and 12.3, with respect to which the Corporation has
effected defeasance and/or covenant defeasance as provided in Article 12;
and


 


(iv)                              Notes in exchange for or in
lieu of which other Notes have been authenticated and delivered pursuant to
this Indenture, other than any such Notes in respect of which there shall have
been presented to the Trustee proof satisfactory to it that such Notes are held
by a bona fide purchaser in whose hands the Notes are valid obligations of the
Corporation;


 


provided, however, that in determining
whether the Holders of the requisite principal amount of Outstanding Notes have
given any request, demand, authorization, direction, notice, consent or waiver
hereunder, Notes owned by the Corporation or any other obligor upon the Notes
or any Affiliate of the Corporation or such other obligor shall be disregarded
and deemed not to be Outstanding, except that, in determining whether the
Trustee shall be protected in making such calculation or in relying upon any
such request, demand, authorization, direction, notice, consent or waiver, only
Notes which the Trustee knows to be so owned shall be so disregarded.  Notes so owned which have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee’s right so to act with respect to such
Notes and that the pledgee is not the Corporation or any other obligor upon the
Notes or any Affiliate of the Corporation or such other obligor.


 


“Paying Agent” means any Person (including,
with respect to payments of interest, the Corporation acting as Paying Agent)
authorized by the Corporation to pay the principal of (and premium, if any) or
interest on any Notes on behalf of the Corporation.


 


“Person” means any individual, corporation,
partnership, limited liability company, joint venture, association, joint-stock
company, trust, unincorporated organization or government or any agency or
political subdivision thereof.


 


“Predecessor Note” of any particular Note
means every previous Note evidencing all or a portion of the same debt as that
evidenced by such particular Note; and, for the purposes of this definition,
any Note authenticated and delivered under Section 3.7 in exchange for a
mutilated security or in lieu of a lost, destroyed or stolen Note shall be
deemed to evidence the same debt as the mutilated, lost, destroyed or stolen
Note.


 


“Qualified Institutional Buyer” has the
meaning ascribed thereto in Rule 144A.


 


“Redemption Date”, when used with respect
to any Note to be redeemed, in whole or in part, means the date fixed for such
redemption by or pursuant to this Indenture.


 


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“Redemption Price”, when used with respect
to any Note to be redeemed, means the price at which it is to be redeemed
pursuant to this Indenture.


 


“Reference Dealer” means, each of Merrill
Lynch Canada Inc. and Scotia Capital Inc. or their respective successors;
provided, however, that if both shall cease to be a primary Canadian Government
securities dealer in Toronto, Ontario, the Corporation shall substitute for
them another Canadian investment dealer.


 


“Regular Record Date” for the interest
payable on any Interest Payment Date means February 13 or August 15
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date.


 


“Responsible Officer”, when used with
respect to the Trustee, means the chairman or any vice-chairman of the board of
directors, the chairman or any vice-chairman of the executive committee of the
board of directors, the chairman of the trust committee, the president, any
vice president, the secretary, any assistant secretary, the treasurer, any
assistant treasurer, the cashier, any assistant cashier, any trust officer or
assistant trust officer, the controller or any assistant controller or any
other officer of the Trustee customarily performing functions similar to those
performed by any of the above-designated officers, and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter
is referred because of his knowledge of and familiarity with the particular
subject.


 


“Rule 144A” means Rule 144A
promulgated under the U.S. Securities Act and the rules and regulations of
the United States Securities and Exchange Commission promulgated thereunder.


 


“Sale/Leaseback Transaction” means an
arrangement relating to property now owned or hereafter acquired whereby the
Corporation or a Subsidiary transfers such property to a Person and the
Corporation or a Subsidiary leases it from such Person, other than leases
between the Corporation and a wholly-owned Subsidiary or between wholly-owned
Subsidiaries.


 


“Security Interest” means any mortgage,
pledge, lien, conditional sale or other title retention agreement, or other
similar security interest.


 


“Significant Facility” means any plant or
other facility of the Corporation or any Subsidiary, whether now owned or
hereafter acquired, having a book value as of the date of determination in
excess of 10% of Consolidated Net Tangible Assets.


 


“Special Record Date” for the payment of
any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.8.


 


“Stated Maturity”, when used with respect
to any Note or any installment of principal thereof or interest thereon, means
the date specified in such Note as the fixed date on which the principal of
such Note or such installment of principal or interest is due and payable.


 


“Subsidiary” means any corporation of which
at the time of determination the Corporation, directly or indirectly through
one or more Subsidiaries, owns more than 50% of the shares of Voting Stock.


 


“Tax  Act” means the
Income Tax  Act (Canada).


 


“Taxes” has the meaning specified in Section 10.10.


 


“Trust Indenture Legislation” means, at any
time, (i) the provisions of the Division 1 of Part 7 of the Business Corporations Act (Alberta) and regulations
thereunder as amended or re-enacted from time to time, and (ii) the
provisions of any other applicable statute of Canada or any province thereof
and the regulations thereunder, in each case, relating to trust indentures and
to the rights, duties, and obligations 


 


6

















 


of trustees under trust indentures and of
corporations issuing debt obligations under trust indentures to the extent that
such provisions are at such time in force and applicable to this Indenture.


 


“Trustee” means the Person named as the “Trustee”
in the first paragraph of this Indenture until a successor Trustee shall have
become such pursuant to the applicable provisions of this Indenture, and
thereafter “Trustee” shall mean such successor Trustee.


 


“U.S. Person” has the meaning ascribed
thereto in Regulation S under the U.S. Securities Act, which definition
includes, but is not limited to, a natural person resident in the United
States, an estate or trust of which any executor or administrator or trustee
respectively, is a U.S. Person and any partnership or corporation or trustee
respectively, is a U.S. Person and any partnership or corporation organized or
incorporated under the laws of the United States of America.


 


“U.S. Securities Act” means the United
States Securities Act of 1933, as amended.


 


“Vice President”, when used with respect to
the Corporation or the Trustee, means any vice president, whether or not designated
by a number or a word or words added before or after the title “vice president”.


 


“Voting Stock” means stock of the class or
classes having general voting power under ordinary circumstances to elect at
least a majority of the board of directors, managers or trustees of a
corporation (irrespective of whether or not at the time stock of any other
class or classes shall have or might have voting power by reason of the
happening of any contingency).


 


“Wholly-Owned Subsidiary” of any Person
means a Subsidiary of such Person all of the outstanding Capital Stock or other
ownership interests of which (other than directors’ qualifying shares) shall at
the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of
such Person or by such Person and one or more Wholly-Owned Subsidiaries of such
Person.


 


1.2                               Compliance Certificates and
Opinions.


 


(a)                                 Upon any application or
request by the Corporation to the Trustee to take any action under any
provision of this Indenture, the Corporation shall furnish to the Trustee an
Officer’s Certificate stating that all conditions precedent, if any, provided
for in this Indenture (including any covenant compliance with which constitutes
a condition precedent) relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.


 


(b)                                 Every certificate or opinion
with respect to compliance with a condition or covenant provided for in this
Indenture (other than pursuant to Section 10.4) shall include:


 


(i)                                     a statement that each
individual signing such certificate or opinion has read such covenant or
condition and the definitions herein relating thereto;


 


(ii)                                  a brief statement as to the
nature and scope of the examination or investigation upon which the statements
or opinions contained in such certificate or opinion are based;


 


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(iii)                               a statement that, in the
opinion of each such individual, he has made such examination or investigation
as is necessary to enable him to express an informed opinion as to whether or
not such covenant or condition has been complied with; and


 


(iv)                              a statement as to whether, in
the opinion of each such individual, such condition or covenant has been
complied with.


 


1.3                               Form of Documents
Delivered to Trustee.


 


(a)                                 In any case where several
matters are required to be certified by, or covered by an opinion of, any
specified Person, it is not necessary that all such matters be certified by, or
covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.


 


(b)                                 Any certificate or opinion of
an officer of the Corporation may be based, insofar as it relates to legal
matters, upon a certificate or opinion of, or representations by, counsel,
unless such officer knows, or in the exercise of reasonable care should know,
that the certificate or opinion or representations with respect to the matters
upon which his certificate or opinion is based are erroneous.  Any such certificate or Opinion of Counsel
may be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an officer or officers of the Corporation
stating that the information with respect to such factual matters is in the
possession of the Corporation, unless such counsel knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to such matters are erroneous.


 


(c)                                  Where any Person is required
to make, give or execute two or more applications, requests, consents,
certificates, statements, opinions or other instruments under this Indenture,
they may, but need not, be consolidated and form one instrument.


 


1.4                               Acts of Holders.


 


(a)                                 Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Holders may be embodied in and evidenced
by one or more instruments of substantially similar tenor signed by such Holders
in person or by agents duly appointed in writing; and, except as herein
otherwise expressly provided, such action shall become effective when such
instrument or instruments are delivered to the Trustee and, where it is hereby
expressly required, to the Corporation. Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the “Act” of the Holders signing such instrument or instruments.  Proof of execution of any such instrument or
of a writing appointing any such agent shall be sufficient for any purpose of
this Indenture and conclusive in favour of the Trustee and the Corporation, if
made in the manner provided in this Section.


 


(b)                                 The fact and date of the
execution by any Person of any such instrument or writing may be proved by the
affidavit of a witness of such execution or by a certificate of a notary public
or other officer authorized by law to take acknowledgements of deeds,
certifying that the individual signing such instrument or writing acknowledged
to him the execution thereof.  Where such
execution is by a signer acting in a capacity other than his 


 


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individual capacity, such certificate or affidavit
shall also constitute sufficient proof of authority.  The fact and date of the execution of any
such instrument or writing, or the authority of the Person executing the same,
may also be proved in any other manner that the Trustee deems sufficient.


 


(c)                                  The principal amount and serial
numbers of Notes held by any Person, and the date of holding the same, shall be
proved by the Note Register.


 


(d)                                 If the Corporation shall
solicit from the Holders of Notes any request, demand, authorization,
direction, notice, consent, waiver or other Act, otherwise than at a meeting of
Noteholders held pursuant to Article 13, the Corporation may, at its
option, by or pursuant to a Board Resolution, fix in advance a record date for
the determination of Holders entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other  Act, but the
Corporation shall have no obligation to do so. 
Such record date shall be the record date specified in or pursuant to
such Board Resolution, which shall be a date not earlier than the date 30 days
prior to the first solicitation of Holders generally in connection therewith
and not later than the date such solicitation is completed.  If such a record date is fixed, such request,
demand, authorization, direction, notice, consent, waiver or other  Act may be given before or after such record date, but only
the Holders of record at the close of business on such record date shall be
deemed to be Holders for the purposes of determining whether Holders of the
requisite proportion of Outstanding Notes have authorized or agreed or
consented to such request, demand, authorization, direction, notice, consent,
waiver or other  Act, and for that purpose the
Outstanding Notes shall be computed as of such record date; provided that no
such authorization, waiver, act, agreement or consent by the Holders on such
record date shall be deemed effective unless it shall become effective pursuant
to the provisions of this Indenture not later than eleven months after the
record date.


 


(e)                                  Any request, demand, authorization,
direction, notice, consent, waiver or other  Act of the
Holder of any Note shall bind every future Holder of the same Note and the
Holder of every Note issued upon the registration of transfer thereof or in
exchange therefor or in lieu thereof in respect of anything done, omitted or
suffered to be done by the Trustee or the Corporation in reliance thereon,
whether or not notation of such action is made upon such Note.


 


1.5                               Notices, etc., to Trustee and
Corporation.


 


Any request, demand, authorization,
direction, notice, consent, waiver or  Act of Holders
or other document provided or permitted by this Indenture to be made upon,
given or furnished to, or filed with,


 


(a)                                 the Trustee by any Holder or
by the Corporation shall be sufficient for every purpose hereunder if made,
given, furnished or filed in writing to or with the Trustee at its Corporate
Trust Office, Attention:  Manager,
Corporate Trust Services, or


 


(b)                                 the Corporation by the Trustee
or by any Holder shall be sufficient for every purpose hereunder (unless
otherwise herein expressly provided) if in writing and mailed, first-class
postage prepaid, to the Corporation addressed to it at the address of its
principal office specified in the first paragraph of this Indenture, or at any
other address previously furnished in writing to the Trustee by the
Corporation.


 


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1.6                               Notice to Holders; Waiver.


 


(a)                                 Where this Indenture provides
for notice of any event to Holders by the Corporation or the Trustee, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at his address as it appears in the Note Register, not later
than the latest date, and not earlier than the earliest date, prescribed for
the giving of such notice.  In any case
where notice to Holders is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder shall affect
the sufficiency of such notice with respect to other Holders.  Any notice mailed to a Holder in the manner
herein prescribed shall be conclusively deemed to have been received by such
Holder, whether or not such Holder actually receives such notice.  Where this Indenture provides for notice in
any manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice.  Waivers
of notice by Holders shall be filed with the Trustee, but such filing shall not
be a condition precedent to the validity of any action taken in reliance upon
such waiver.


 


(b)                                 In case, by reason of the
suspension of or irregularities in regular mail service or by reason of any
other cause, it shall be impracticable to mail notice of any event to Holders
when such notice is required to be given pursuant to any provision of this
Indenture, then any manner of giving such notice as shall be satisfactory to
the Trustee shall be deemed to be a sufficient giving of such notice for every
purpose hereunder.


 


1.7                               Effect of Headings and Table
of Contents.


 


The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect
the construction hereof.


 


1.8                               Successors and Assigns.


 


All covenants and agreements in this
Indenture by the Corporation shall bind its successors and assigns, whether so
expressed or not.


 


1.9                               Separability Clause.


 


In case any provision in this Indenture or
in the Notes shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.


 


1.10                        Benefits of Indenture.


 


Nothing in this Indenture or in the Notes,
express or implied, shall give to any Person, other than the parties hereto,
any Paying Agent, any Note Registrar and their successors hereunder and the
Holders, any benefit or any legal or equitable right, remedy or claim under
this Indenture.


 


1.11                        Governing Law.


 


This Indenture and the Notes shall be
governed by and construed in accordance with the law of the Province of Alberta
and the federal laws of Canada applicable therein and shall be treated in all
respects as contracts made and performed in the Province of Alberta.  This Indenture is subject to the provisions
of Trust Indenture  Legislation
and shall, to the extent applicable, be governed by such provisions.


 


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1.12                        Legal Holidays.


 


In any case where any Interest Payment
Date, Redemption Date or Stated Maturity or Maturity of any Note shall not be a
Business Day, then (notwithstanding any other provision of this Indenture or of
the Notes) payment of principal (or premium, if any) or interest need not be
made on such date, but may be made on the next succeeding Business Day with the
same force and effect as if made on the Interest Payment Date, Redemption Date,
or at the Stated Maturity or Maturity; provided that no interest shall accrue
for the period from and after such Interest Payment Date, Redemption Date,
Stated Maturity or Maturity, as the case may be.


 


1.13                        Conflict with Trust Indenture
Legislation.


 


If any provision hereof limits, qualifies
or conflicts with a provision of Trust Indenture  Legislation
that is required under such act to be a part of and govern this Indenture, the
latter provision shall control.  If any
provision of this Indenture modifies or excludes any provision of Trust
Indenture  Legislation that may be so modified or
excluded, the latter provision shall be deemed to apply to this Indenture as so
modified or to be excluded, as the case may be.


 


1.14                        Conversion of Currency.


 


The Corporation covenants and agrees that
the following provisions shall apply to conversion of currency in the case of
the Notes and this Indenture:


 


(a)                                  (i)                                     If for the purpose of
obtaining judgment in, or enforcing the judgment of, any court in any country,
it becomes necessary to convert into a currency (the “Judgment Currency”) an
amount due in any other currency (the “Base Currency”), then the conversion
shall be made at the rate of exchange prevailing on the Business Day before the
day on which the judgment is given or the order of enforcement is made, as the
case may be (unless a court shall otherwise determine).


 


(ii)                                  If there is a change in the
rate of exchange prevailing between the Business Day before the day on which
the judgment is given or an order of enforcement is made, as the case may be
(or such other date as a court shall determine), and the date of receipt of the
amount due, the Corporation will pay such additional (or, as the case may be,
such lesser) amount, if any, as may be necessary so that the amount paid in the
Judgment Currency when converted at the rate of exchange prevailing on the date
of receipt will produce the amount in Base Currency originally due.


 


(b)                                 In the event of the winding-up
of the Corporation at any time while any amount or damages owing under the
Notes and this Indenture, or any judgment or order rendered in respect thereof,
shall remain outstanding, the Corporation shall indemnify and hold the Holders
and the Trustee harmless against any deficiency arising or resulting from any
variation in rates of exchange between (1) the date as of which the
equivalent of the amount in Base Currency due or contingently due under the
Notes and this Indenture (other than under this Subsection (b)) is calculated
for the purposes of such winding-up and (2) the final date for the filing
of proofs of claim in such winding-up. For the purpose of this Subsection (b) the
final date for the filing of proofs of claim in the winding-up of the
Corporation shall be the date fixed by the liquidator or otherwise in
accordance with the relevant provisions of applicable law as being the latest
practicable date as at which liabilities of the Corporation may be ascertained
for such winding-up prior to payment by the liquidator or otherwise in respect
thereto.


 


11





















 


(c)                                  The obligations contained in
Subsections (a)(ii) and (b) of this Section 1.14 shall
constitute separate and independent obligations of the Corporation from its
other obligations under the Notes and this Indenture, shall give rise to
separate and independent causes of action against the Corporation, shall apply
irrespective of any waiver or extension granted by any Holder or the Trustee or
either of them from time to time and shall continue in full force and effect
notwithstanding any judgment or order or the filing of any proof of claim in
the winding-up of the Corporation for a liquidated sum in respect of amounts
due hereunder (other than under Subsection (b) above) or under any such
judgment or order.  Any such deficiency
as aforesaid shall be deemed to constitute a loss suffered by the Holders or
the Trustee, as the case may be, and no proof or evidence of any actual loss
shall be required by the Corporation or its liquidator.  In the case of Subsection (b) above, the
amount of such deficiency shall not be deemed to be increased or reduced by any
variation in rates of exchange occurring between the said final date and the
date of any liquidating distribution.


 


(d)                                 The term “rate(s) of
exchange” shall mean the noon rate of exchange quoted by the Bank of Canada for
purchases of Base Currency with the Judgment Currency.


 


(e)                                  The Trustee shall have no duty
or liability with respect to monitoring or enforcing this Section 1.14.


 


1.15                        Language


 


This document is drawn up in English at the
express wish of the parties.  C’est le
volanté expresse des parties que cette entente soit redigée en anglais.  In the event of any inconsistency between the English
and French versions, if any, of the Notes, the English version shall govern.


 


ARTICLE 2

NOTE FORMS


 


2.1                               Forms Generally.


 


(a)                                  The Notes and the Trustee’s
certificate of authentication shall be in substantially the forms set forth in
this Article, with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of
any securities exchange or as may, consistently herewith, be determined by the
officers executing such Notes, as evidenced by their execution of the
Notes.  Any portion of the text of any
Note may be set forth on the reverse thereof, with an appropriate reference
thereto on the face of the Note.


 


(b)                                 The definitive Notes shall be
printed, lithographed or engraved on steel-engraved borders or may be produced
in any other manner, all as determined by the officers of the Corporation
executing such Notes, as evidenced by their execution of such Notes.


 


(c)                                  Subject as hereinafter
provided, the Notes will initially be issued in global form (the “Global Note”).  Such Global Note shall represent such of the
Outstanding Notes as shall be specified therein and each shall provide that it
shall represent the aggregate amount of Outstanding Notes from time to time
endorsed thereon and that the aggregate amounts of Outstanding Notes
represented thereby may from time to time be reduced or increased, as
appropriate.  Any endorsement of the
Global Note to reflect the amount of any increase or decrease in the amount of
Outstanding Notes represented thereby shall 


 


12

















 


be made by the Trustee and Depository in accordance
with instructions given by the holder thereof. 
The Global Note evidencing the Notes (and all Notes issued in exchange
therefor) shall bear the legend indicated in this Article.


 


2.2                               Form of Face of Note.


 


The face of the Note is to be substantially
in the following form:


 


(FORM OF FACE OF NOTE)


 


**     Unless this Note is presented by an authorized representative of The
Canadian Depository for Securities Limited (“CDS”) to the Corporation or its
agent for registration of transfer, exchange or payment, and any Note issued in
respect thereof is registered in the name of CDS & Co., or in such
other name as is requested by an authorized representative of CDS (and any
payment is made to CDS & Co. or to such other entity as is requested
by an authorized representative of CDS), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered
owner hereof, CDS & Co., has an interest herein.


 


** This Note is a Global Note within the meaning of
the Indenture hereinafter referred to and is registered in the name of CDS or a
nominee of CDS.  This Note is
exchangeable for Notes registered in the name of a Person other than CDS or its
nominee only in the limited circumstances described in the Indenture, and no
transfer of this Note (other than a transfer of this Note as a whole by CDS to
a nominee of CDS or by a nominee of CDS to CDS or another nominee of CDS) may
be registered except in limited circumstances.


 


NOVA CHEMICALS CORPORATION


 


7.85% Senior Notes due 2010


 


No.                                                                                                                                                                             $·


 


NOVA
Chemicals Corporation, a corporation duly organized and subsisting under the
laws of the Province of Alberta, Canada (herein called the “Corporation”, which
term includes any successor Person under the Indenture hereinafter referred
to), for value received, hereby acknowledges itself indebted and promises to
pay to · (the “Holder”) the principal
sum of · Canadian Dollars on August 30,
2010, at the office of CIBC Mellon Trust Company in Calgary, Alberta or
Toronto, Ontario, and to pay interest thereon on February 28, 2001 and
semi-annually thereafter, on February 28 and August 30 in each year,
from August 28, 2000, at the rate of 7.85% per annum, until the principal
hereof is paid or duly provided for, and (to the extent lawful) to pay on
demand interest on any overdue interest at the rate borne by the Notes from the
date on which such overdue interest becomes payable to the date payment of such
interest has been made or duly provided for. 
The 


 


13

















 


interest
so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in such Indenture, be paid to the Person in whose name
this Note (or one or more Predecessor Notes) is registered at the close of
business on the Regular Record Date for such interest, which shall be the February 13
or August 15 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. 
Any such interest not so punctually paid or duly provided for shall
forthwith cease to be payable to the Holder on such Regular Record Date, and such
defaulted interest, and (to the extent lawful) interest on such defaulted
interest at the rate borne by the Notes, may be paid to the Person in whose
name this Note (or one or more Predecessor Notes) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Notes not
less than 10 days prior to such Special Record Date, or may be paid at any time
in any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Notes may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.  Payment of the principal of (and premium, if
any, on) and interest on this Note will be made at the office of CIBC Mellon
Trust Company in Calgary, Alberta, or Toronto, Ontario, in such coin or
currency of Canada as at the time of payment is legal tender for payment of
public and private debts; provided, however, that payment of interest may be
made at the option of the Corporation (i) by cheque mailed to the address
of the Person entitled thereto as such address shall appear on the Note
Register or (ii) by wire transfer to an account maintained by the payee
located in Canada if appropriate wire transfer instructions have been received
in writing by the Trustee not less than 15 days prior to such Stated
Maturity.  Any such wire transfer
instructions received by the Trustee shall remain in effect until revoked by
such Holder.


 


Reference
is hereby made to the further provisions of this Note set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as
if set forth at this place.


 


Unless
the certificate of authentication hereon has been duly executed by the Trustee
referred to on the reverse hereof by manual signature, this Note shall not be
entitled to any benefit under the Indenture, or be valid or obligatory for any
purpose.


 


IN
WITNESS WHEREOF, the Corporation has caused this instrument to be duly executed
under its corporate seal.


 


	
  Dated:

  	
  NOVA
  CHEMICALS CORPORATION

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  



 






**
Include if Global Note


 


14

















 


2.3                               Form of Reverse of Note.


 


The reverse of the Note is to be
substantially in the following form:


 


This Note is one of a duly authorized issue
of Notes of the Corporation designated as its 7.85% Senior Notes due 2010
(herein called the “Notes”), limited (except as otherwise provided in the
Indenture referred to below) in aggregate principal amount to $250,000,000,
which may be issued under an indenture (herein called the “Indenture”) dated as
of August 28, 2000 between the Corporation and CIBC Mellon Trust Company,
trustee (herein called the “Trustee”, which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties, obligations and immunities thereunder of the
Corporation, the Trustee and the Holders of the Notes, and of the terms upon
which the Notes are, and are to be, authenticated and delivered. In the event
of a conflict between this certificate and the Indenture, the terms of the
Indenture shall govern.


 


Pursuant to Section 11.1 of the
Indenture, the Notes may be redeemed, at the option of the Corporation, upon
not less than 15 nor more than 60 days’ notice, at any time, as a whole or in
part, at a Redemption Price equal to the greater of:


 


(a)                                  100% of the principal amount
of the Notes, or


 


(b)                                 the Canada Yield Price,


 


plus, in each case, accrued interest
thereon to the date of redemption.


 


The Notes also may be redeemed, at the
option of the Corporation, in whole but not in part, at any time following the
occurrence of a Redemption Tax Event (as defined below), on not less than 30
days’ and not more than 60 days’ prior written notice, on a redemption date
falling on or after the 91st day following
the occurrence and during the continuance of a Redemption Tax Event if, within
the 90-day period following such Redemption Tax Event, the Corporation is
unable to avoid the adverse effect of such Redemption Tax Event by taking some
Ministerial Action (as defined in the Indenture) or pursuing some other
reasonable measure that will have no adverse effect on the Corporation or the
holders of the Notes.  The redemption
price for the Notes in such circumstance shall be 100% of the principal amount
thereof plus accrued and unpaid interest to, but excluding, the date of redemption.  A “Redemption Tax Event” means that the
Corporation shall have delivered to the Trustee an opinion of a nationally
recognized independent Canadian tax counsel to the effect that a relevant tax
law change has occurred.  A “relevant tax
law change” is (i) any amendment to or change (including any announced
prospective change) in the laws (or any regulations thereunder) of Canada or
any political subdivision or taxing authority thereof or therein, as
applicable, or (ii) any amendment to or change in an interpretation or
application of such laws or regulations by any legislative body, court,
governmental agency or regulatory authority including, for greater certainty,
an assessment or reassessment of the Corporation by the Canada Customs and
Revenue Agency or any federal or provincial taxation authority (and also
including the enactment of any legislation and the publication of any judicial
decision or regulatory determination), in either case, which amendment or
change occurs after the date of the Indenture and as a result of which
(assuming that such amendment or change is enacted or is applied to the
Corporation) there is more than an insubstantial risk that the Corporation
could be denied the deduction of interest paid or payable in respect of the
Notes in computing its income for the purposes of the Income Tax
Act (Canada) (the “Tax Act”) or a provincial or territorial income
tax statute in Canada.


 


In the case of any redemption of Notes,
interest instalments whose Stated Maturity is on or prior to the Redemption
Date will be payable to the Holders of such Notes, or one or more Predecessor
Notes, of record at the close of business on the relevant Record Date referred
to on the face hereof.  Notes (or 


 


15

















 


portions thereof) for whose redemption provision
is made in accordance with the Indenture shall cease to bear interest from and
after the Redemption Date.


 


In the event of redemption of this Note in
part only, a new Note or Notes for the unredeemed portion hereof shall be
issued in the name of the Holder hereof upon the cancellation hereof.


 


If an Event of Default shall occur and be
continuing, the principal of all the Notes may be declared due and payable in
the manner and with the effect provided in the Indenture.


 


The Indenture contains provisions for
defeasance at any time of (a) the entire indebtedness of the Corporation
on this Note and (b) certain restrictive covenants and the related Defaults and
Events of Default, upon compliance by the Corporation with certain conditions
set forth therein, which provisions apply to this Note.


 


The Indenture permits, with certain
exceptions as therein provided, the amendment thereof and the modification of
the rights and obligations of the Corporation and the rights of the Holders
under the Indenture at any time by the Corporation and the Trustee with the
consent of the Holders of a majority, or in certain circumstances, not less
than 662/3% of the aggregate principal amount of the Notes at
the time Outstanding, whether by resolution in writing or as passed at a
meeting of Noteholders.  The Indenture
also contains provisions permitting the Holders of specified percentages in
aggregate principal amount of the Notes at the time Outstanding, on behalf of
the Holders of all the Notes, to waive compliance by the Corporation with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences.  Any
such consent or waiver by or on behalf of the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent or
waiver is made upon this Note.


 


No reference herein to the Indenture and no
provision of this Note or of the Indenture shall alter or impair the obligation
of the Corporation, which is absolute and unconditional, to pay the principal
of (and premium, if any, on) and interest on this Note at the times, place, and
rate, and in the coin or currency, herein prescribed.


 


As provided in the Indenture and subject to
certain limitations therein set forth, the transfer of this Note is registrable
on the Note Register of the Corporation, upon surrender of this Note for
registration of transfer at the office or agency of the Trustee maintained for
such purpose in the City of Calgary, Alberta, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Corporation and
the Note Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes, of authorized
denominations and for the same aggregate principal amount, will be issued to
the designated transferee or transferees.


 


The Notes are issuable only in registered
form without coupons in denominations of $1,000 and any integral multiple
thereof.  As provided in the Indenture
and subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes of a different
authorized denomination, as requested by the Holder surrendering the same.


 


No service charge shall be made for any
registration of transfer or exchange of Notes, but the Corporation may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.


 


Prior to the time of due presentment of
this Note for registration of transfer, the Corporation, the Trustee and any
agent of the Corporation or the Trustee may treat the Person in whose name this
Note is registered as the owner hereof for all purposes, whether or not this
Note be overdue, and neither the Corporation, the Trustee nor any agent shall
be affected by notice to the contrary.


 


16

















 


All terms used in this Note which are
defined in the Indenture shall have the meanings assigned to them in the
Indenture.


 


2.4                               Form of Trustee’s
Certificate of Authentication.


 


The Trustee’s certificate of authentication
shall be in substantially the following form:


 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION.


 


This is
one of the Notes referred to in the within-mentioned Indenture.


 


	
   

  	
  CIBC MELLON
  TRUST COMPANY 

  as Trustee

  
	
   

  	
   

  
	
   

  	
  By 

  	
   

  
	
   

  	
  Authorized Signing Officer

  



 


 


2.5                               Securities Issued to U.S.
Persons


 


(a)                                  Unless otherwise provided in a
Board Resolution, an Officers’ Certificate or in an indenture supplemental
hereto in respect of the issue of Additional Notes, the Trustee acknowledges
that the Notes have not been and will not be registered under the U.S.
Securities Act and may not be offered or sold within the United States, except
that the Notes may, subject to any agreement entered into by the Corporation,
be offered or sold to Qualified Institutional Buyers under Rule 144A.


 


Notes
transferred to Qualified Institutional Buyers, if any, pursuant to Rule 144A
(“Certificated Notes”) will be in fully registered and certificated
non-book-entry form, registered in the name of the Holder or its nominee and
will bear the legend set out in Subsection 2.5(b).  Subsequent transfers of any such Notes must
be made in accordance with the U.S. Securities Act, and (i) if made in
compliance with Rule 144A, such a transfer shall be made by physical
delivery of certificates representing such Notes, together with a duly executed
form of transfer; (ii) if made to a Person other than a U.S. Person in
compliance with Rule 904 of Regulation S under the U.S. Securities Act,
such a transfer shall be made by physical delivery of certificates representing
such Notes, together with a duly executed form of transfer and the declaration
contemplated by Section 2.5(c); and (iii) if made within the United
States in compliance with Rule 144 under the U.S. Securities Act, such a
transfer shall be made by physical delivery of certificates representing such
Notes, together with a duly executed form of transfer and the opinion referred
to in Subsection 2.5(d).


 


(b)                                 The certificates representing
Notes transferred pursuant to Rule 144A shall be in the form prescribed by
Section 2.2 and 2.3 hereof, except that such certificates shall bear a
legend in the following form:


 


THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR
UNDER ANY STATE SECURITIES LAWS.  THE
HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE
CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE 


 


17

















 


UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE
U.S. SECURITIES ACT, OR (C) INSIDE THE UNITED STATES IN ACCORDANCE WITH (1) RULE
144A UNDER THE U.S. SECURITIES ACT OR (2) RULE 144 UNDER THE U.S.
SECURITIES ACT, IF AVAILABLE.  DELIVERY
OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF
TRANSACTIONS ON STOCK EXCHANGES IN CANADA. 
A NEW CERTIFICATE, BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE “GOOD
DELIVERY”, MAY BE OBTAINED FROM CIBC MELLON TRUST COMPANY UPON DELIVERY OF
THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY
TO CIBC MELLON TRUST COMPANY AND THE CORPORATION, TO THE EFFECT THAT THE SALE
OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904
OF REGULATION S UNDER THE U.S. SECURITIES ACT.


 


(c)                                  If any Notes represented by
certificates bearing the legend contained in Subsection 2.3(b) are being
sold outside the United States in accordance with Rule 904 of Regulation S
under the U.S. Securities Act, the transfer may be effected by providing a
declaration to the Trustee to the following effect (or as the Corporation may
from time to time prescribe):


 


The undersigned (a) acknowledges that the sale of the securities
of NOVA Chemicals Corporation (the “Corporation”) to which this declaration
relates is being made in reliance on Rule 904 of Regulation S under
the United States Securities Act of 1933, as amended (the “1933 Act”) and (b) certifies
that (1) it is not an affiliate of the Corporation (as defined in Rule 405
under the 1933 Act), (2) the offer of such securities was not made to a
person in the United States and at the time the buy order was originated, the
buyer was outside the United States, or the seller and any person acting on its
behalf reasonably believe that the buyer was outside the United States, and (3) neither
the seller nor any affiliate of the seller nor any person acting on any of
their behalf has engaged or will engage in any directed selling efforts in the
United States in connection with the offer and sale of such securities.  Terms used herein have the meanings given to
them by Regulation S under the 1933 Act;


 


and,
upon such declaration being delivered to the Trustee, by the surrender and
cancellation of the certificates to be transferred, the Trustee shall make the
appropriate annotations to the Global Note, and make the appropriate entries in
the book-entry system through CDS.


 


(d)                                 If any Notes represented by
certificates bearing the legend contained in Subsection 2.5(b) are being
sold inside the United States pursuant to the exemption from registration under
the U.S. Securities Act provided by Rule 144, the legend may be removed
from certificates delivered to the transferee by delivery to the Trustee of an
opinion of counsel of recognized standing reasonably satisfactory to the
Corporation, to the effect that such legend is no longer required under
applicable requirements of the U.S. Securities Act or state securities laws.


 


18














 


ARTICLE 3

THE NOTES


 


3.1                               Title and Terms.


 


(a)                                  The aggregate principal amount
of Notes which may be authenticated and delivered under this Indenture is
limited originally to $250,000,000, except for Notes authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of,
other Notes pursuant to Section 3.5, 3.6, 3.7, 9.6 or 11.8.


 


(b)                                 The Notes shall be known and
designated as the “7.85% Senior Notes due 2010” of the Corporation.  Their Stated Maturity shall be August 30,
2010, and they shall bear interest at the rate of 7.85% per annum from August 28,
2000, or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, payable on February 28, 2001 and semi-annually
thereafter on February 28 and August 30 in each year and at said
Stated Maturity, until the principal thereof is paid or duly provided for.


 


(c)                                  The principal of (and premium,
if any) and interest (and Additional Amounts and Additional Amounts (U.S.), if
any) on the Notes shall be payable at the office or agency of the Corporation
maintained for such purpose in Calgary, Alberta, provided however, that at the
option of the Corporation, interest may be paid (i) by cheque mailed to
addresses of the Persons entitled thereto as such addresses shall appear on the
Note Register or (ii) by wire transfer to an account maintained by the
payee located in Canada if appropriate wire transfer instructions have been
received in writing by the Trustee not less than 15 days prior to such Stated
Maturity.  Any such wire transfer
instructions received by the Trustee shall remain in effect until revoked by
such Holder.


 


(d)                                 The Notes shall be redeemable
as provided in Article 11.


 


(e)                                  Additional Notes ranking pari
passu with the Notes issued on the date hereof may be created and issued from
time to time by the Corporation without notice to or consent of the Holders and
shall be consolidated with and form a single series with the Notes initially
issued and shall have the same terms as to status, redemption or otherwise as
the Notes originally issued.  Any
Additional Notes shall be issued with the benefit of an indenture supplemental
to this Indenture.


 


3.2                               Denominations.


 


The Notes shall be issuable only in
registered form without coupons and only in denominations of $1,000 and any
integral multiple thereof.


 


3.3                               Execution, Authentication,
Delivery and Dating.


 


(a)                                  The Notes shall be executed on
behalf of the Corporation by any two of its Chairman, its President or its Vice
Presidents, under its corporate seal reproduced thereon.  The signature of any of these officers on the
Notes may be manual or facsimile signatures of the present or any future such
authorized officer and may be imprinted or otherwise reproduced on the Notes.


 


(b)                                 Notes bearing the manual or
facsimile signatures of individuals who were at any time the proper officers of
the Corporation shall bind the Corporation, notwithstanding that such
individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Notes or did not hold such offices at the
date of such Notes.


 


19





















 


(c)                                  At any time and from time to
time after the execution and delivery of this Indenture, the Corporation may
deliver Notes executed by the Corporation to the Trustee for authentication,
together with a Corporation Order for the authentication and delivery of such
Notes, and the Trustee in accordance with such Corporation Order shall
authenticate and deliver such Notes.


 


(d)                                 Each Note shall be dated the
date of its authentication.


 


(e)                                  No Note shall be entitled to
any benefit under this Indenture or be valid or obligatory for any purpose
unless there appears on such Note a certificate of authentication substantially
in the form provided for herein duly executed by the Trustee by manual
signature of an authorized officer, and such certificate upon any Note shall be
conclusive evidence, and the only evidence, that such Note has been duly
authenticated and delivered hereunder and is entitled to the benefits of this
Indenture.


 


3.4                               Global Note.


 


(a)                                  Except as provided in Section 2.5,  the Notes shall be issuable as fully registered global
notes (the “Global Note”) with The Canadian Depository for Securities Limited
being designated the initial Depository therefor and its nominee, CDS &
Co., being registered as the initial holder thereof for each issue, and with
the register being maintained by the Trustee at the Corporate Trust Office.


 


(b)                                 Except as set out in Section 2.5,
no purchaser of Notes will be entitled to a certificate or other instrument
from the Corporation or CDS evidencing that purchaser’s ownership thereof, and
no holder of a beneficial interest in the Notes will be shown on the records
maintained by CDS except through book-entry accounts of a participant of CDS
acting on behalf of beneficial owners.


 


(c)                                  Except in the case of U.S.
Persons purchasing the Notes under Rule 144A, Certificated Notes will be
issued to Holders or their nominees, other than CDS or its nominee, only if (i) required
by applicable law, (ii) the depository system of CDS ceases to exist, (iii) the
Corporation determines that CDS is no longer willing or able to discharge
properly its responsibility as Depository and the Corporation is unable to
locate a qualified successor or (iv) the Corporation at its option elects
to terminate the book-entry system through CDS.


 


(d)                                 The Corporation, and the
Trustee will not have any liability for (i) records maintained by CDS
relating to beneficial interest in the Notes or the book-entry accounts
maintained by CDS, (ii) maintaining, supervising or reviewing any records
relating to any such beneficial ownership interest, or (iii) any advice or
representation made or given by CDS and made or given herein with respect to
the rules and regulations of CDS or any action to be taken by CDS or at
the direction of the participants.


 


(e)                                  As long as CDS or its nominee
is the registered holder of the Global Note, CDS or its nominee, as the case
may be, will be considered to be the sole owner of the Global Note for the
purposes of receiving payments of interest on and principal of the Global Note.


 


3.5                               Temporary Notes.


 


(a)                                  Pending the preparation of
definitive Notes, the Corporation may execute, and upon Corporation Order the
Trustee shall authenticate and deliver, temporary Notes which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any 


 


20

















 


authorized denomination, substantially of the tenor of
the definitive Notes in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Notes may determine, as conclusively evidenced by their
execution of such Notes.


 


(b)                                 If temporary Notes are issued,
the Corporation will cause definitive Notes to be prepared without unreasonable
delay.  After the preparation of
definitive Notes, the temporary Notes shall be exchangeable for definitive
Notes upon surrender of the temporary Notes at the office or agency of the
Corporation designated for such purpose pursuant to Section 10.2, without
charge to the Holder.  Upon surrender for
cancellation of any one or more temporary Notes, the Corporation shall execute
and the Trustee shall authenticate and deliver in exchange therefor a like
principal amount of definitive Notes of authorized denominations.  Until so exchanged, the temporary Notes shall
in all respects be entitled to the same benefits under this Indenture as
definitive Notes.


 


3.6                               Registration, Registration of
Transfer and Exchange.


 


(a)                                  The Corporation shall cause to
be kept at the office or agency of the Corporation maintained for such purpose
pursuant to Section 10.2, which shall initially be the Corporate Trust
Office of the Trustee, a register (the register maintained in such office and
in any other office or agency designated pursuant to Section 10.2 being
herein sometimes referred to as the “Note Register”) in which, subject to such
reasonable regulations as it may prescribe, the Corporation shall provide for
the registration of Notes and of transfers of Notes.  The Note Register shall be in written form or
any other form capable of being converted into written form within a reasonable
time.  At all reasonable times, the Note
Register shall be open to inspection by the Trustee.  The Trustee is hereby initially appointed as
security registrar (the “Note Registrar”) for the purpose of registering Notes
and transfers of Notes as herein provided.


 


(b)                                 Upon surrender for
registration of transfer of any Note at the office or agency of the Corporation
designated pursuant to Section 10.2, the Corporation shall execute, and
the Trustee shall authenticate and deliver, in the name of the designated
transferee, one or more new Notes of any authorized denomination or
denominations of a like aggregate principal amount.


 


(c)                                  At the option of the Holder,
Notes may be exchanged for other Notes of any authorized denomination and of a
like aggregate principal amount, upon surrender of the Notes to be exchanged at
such office or agency.  Whenever any
Notes are so surrendered for exchange, the Corporation shall execute, and the
Trustee shall authenticate and deliver, the Notes which the Holder making the
exchange is entitled to receive.


 


(d)                                 All Notes issued upon any
registration of transfer or exchange of Notes shall be the valid obligations of
the Corporation, evidencing the same debt, and entitled to the same benefits
under this Indenture, as the Notes surrendered upon such registration of
transfer or exchange.


 


(e)                                  Every Note presented or
surrendered for registration of transfer or for exchange shall (if so required
by the Corporation or the Note Registrar) be duly endorsed, or be accompanied
by a written instrument of transfer, in form satisfactory to the Corporation
and the Note Registrar, duly executed by the Holder thereof or his attorney
duly authorized in writing.


 


21





















 


(f)                                    No service charge shall be
made for any registration of transfer or exchange or redemption of Notes, but
the Corporation may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Notes, other than exchanges pursuant to
Section 3.5 or 11.8 not involving any transfer.


 


(g)                                 Neither the Corporation nor
the Trustee shall be required (i) to issue, register the transfer of or
exchange any Note during a period beginning at the opening of business 15 days
before the selection of Notes to be redeemed under Section 11.4 and ending
at the close of business on the day of the mailing of the relevant notice of
redemption, (ii) to issue, register the transfer of or exchange any Note
on any Interest Payment Date, or (iii) to register the transfer of or
exchange any Note so selected for redemption in whole or in part, except the
unredeemed portion of any Note being redeemed in part.


 


3.7                               Mutilated, Destroyed, Lost and
Stolen Notes.


 


(a)                                  If (i) any mutilated Note
is surrendered to the Trustee, or (ii) the Corporation and the Trustee
receive evidence to their satisfaction of the destruction, loss or theft of any
Note, and there is delivered to the Corporation and the Trustee such security
or indemnity as may be required by them to save each of them harmless, then, in
the absence of notice to the Corporation or the Trustee that such Note has been
acquired by a bona fide purchaser, the Corporation shall execute and upon
Corporation Order the Trustee shall authenticate and deliver, in exchange for
any such mutilated Note or in lieu of any such destroyed, lost or stolen Note,
a new Note of like tenor and principal amount, bearing a number not
contemporaneously outstanding.


 


(b)                                 In case any such mutilated,
destroyed, lost or stolen Note has become or is about to become due and
payable, the Corporation in its discretion may, instead of issuing a new Note,
pay such Note.


 


(c)                                  Upon the issuance of any new
Note under this Section, the Corporation may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee) connected therewith.


 


(d)                                 Every new Note issued pursuant
to this Section in lieu of any mutilated, destroyed, lost or stolen Note
shall constitute an original additional contractual obligation of the
Corporation, whether or not the mutilated, destroyed, lost or stolen Note shall
be at any time enforceable by anyone, and shall be entitled to all benefits of
this Indenture equally and proportionately with any and all other Notes duly
issued hereunder.


 


(e)                                  The provisions of this Section are
exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Notes.


 


3.8                               Payment of Interest; Interest
Rights Preserved.


 


(a)                                  Interest on any Note which is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name such Note (or one or more
Predecessor Notes) is registered at the close of business on the Regular Record
Date for such interest at the office or agency of the Corporation maintained
for such purpose pursuant to Section 10.2; provided, however, that each
installment of interest may at the Corporation’s option be paid by (i) mailing
a cheque for such interest, payable 


 


22

















 


to or upon the written order of the Person entitled
thereto pursuant to Section 3.9, to the address of such Person as it
appears in the Note Register or (ii) wire transfer to an account
maintained by the payee located in Canada if appropriate wire transfer
instructions have been received by the Trustee not less than 15 days prior to
the Interest Payment Date.


 


(b)                                 Any interest on any Note which
is payable, but is not punctually paid or duly provided for, on any Interest
Payment Date shall forthwith cease to be payable to the Holder on the Regular
Record Date by virtue of having been such Holder, and such defaulted interest
and (to the extent lawful) interest on such defaulted interest at the rate
borne by the Notes (such defaulted interest and interest thereon herein
collectively called “Defaulted Interest”) may be paid by the Corporation, at
its election in each case, as provided in clause (i) or (ii) below:


 


(i)                                     the Corporation may elect to
make payment of any Defaulted Interest to the Persons in whose names the Notes
(or their respective Predecessor Notes) are registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest, which
shall be fixed in the following manner. 
The Corporation shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each Note and the date of the
proposed payment, and at the same time the Corporation shall deposit with the
Trustee an amount of money equal to the aggregate amount proposed to be paid in
respect of such Defaulted Interest or shall make arrangements satisfactory to
the Trustee for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons
entitled to such Defaulted Interest as in this clause provided.  Thereupon the Trustee shall fix a Special
Record Date for the payment of such Defaulted Interest which shall be not more
than 15 days and not less than 10 days prior to the date of the proposed
payment and not less than 10 days after the receipt by the Trustee of the
notice of the proposed payment.  The
Trustee shall promptly notify the Corporation of such Special Record Date, and
in the name and at the expense of the Corporation, shall cause notice of the
proposed payment of such Defaulted Interest and the Special Record Date
therefor to be given in the manner provided for in Section 1.6, not less
than 10 days prior to such Special Record Date. 
Notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor having been so given, such Defaulted Interest
shall be paid to the Persons in whose names the Notes (or their respective
Predecessor Notes) are registered at the close of business on such Special
Record Date and shall no longer be payable pursuant to the following clause
(ii); or


 


(ii)                                  the Corporation may make
payment of any Defaulted Interest in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Notes may be
listed, and upon such notice as may be required by such exchange, if, after
notice given by the Corporation to the Trustee of the proposed payment pursuant
to this clause, such manner of payment shall be deemed practicable by the
Trustee.


 


(c)                                  Subject to the foregoing
provisions of this Section, each Note delivered under this Indenture upon
registration of transfer of or in exchange for or in lieu of any other Note
shall carry the rights to interest accrued and unpaid, and to accrue, which
were carried by such other Note.


 


23

















 


3.9                               Persons Deemed Owners.


 


Prior to the due presentment of a Note for
registration of transfer, the Corporation, the Trustee and any agent of the
Corporation or the Trustee may treat the Person in whose name such Note is
registered as the owner of such Note for the purpose of receiving payment of
principal of (and premium, if any) and (subject to Sections 3.6 and 3.8)
interest on such Note and for all other purposes whatsoever, whether or not
such Note be overdue, and none of the Corporation, the Trustee or any agent of
the Corporation or the Trustee shall be affected by notice to the
contrary.  None of the Corporation, the
Trustee any Paying Agent or any Note Registrar will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests of a Global Note or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.  Notwithstanding the
foregoing, with respect to any Global Note, nothing herein shall prevent the
Corporation, the Trustee, or any agent of the Corporation or the Trustee, from
giving effect to any written certification, proxy or other authorization
furnished by any depositary, as a Holder, with respect to such Global Note or
impair, as between such depositary and owners of beneficial interests in such
Global Note, the operation of customary practices governing the exercise of the
rights of such depositary (or its nominee) as Holder of such Global Note.


 


3.10                        Cancellation.


 


All Notes surrendered for payment,
redemption, registration of transfer or exchange, shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee and shall be
promptly cancelled by it.  The
Corporation may at any time deliver to the Trustee for cancellation any Notes
previously authenticated and delivered hereunder which the Corporation may have
acquired in any manner whatsoever, and may deliver to the Trustee (or to any
other Person for delivery to the Trustee) for cancellation of any Notes
previously authenticated hereunder which the Corporation has not issued and
sold, and all Notes so delivered shall be promptly cancelled by the
Trustee.  If the Corporation shall so
acquire any of the Notes, however, such acquisition shall not operate as a
redemption or satisfaction of the indebtedness represented by such Notes unless
and until the same are surrendered to the Trustee for cancellation.  No Notes shall be authenticated in lieu of or
in exchange for any Notes cancelled as provided in this Section, except as
expressly permitted by this Indenture. 
Unless by Corporation Order the Corporation directs the return of any
cancelled Notes to it, all cancelled Notes held by the Trustee shall be
disposed of by the Trustee in accordance with its customary procedures and
certification of their disposal delivered to the Corporation.


 


3.11                        Computation of Interest.


 


Interest on
the Notes shall be computed on the basis of a 365 day or 366 day year on a
nominal and not effective rate basis. For the purposes of disclosure under the Interest Act (Canada), the yearly rate of interest which is
equivalent to the rate payable with respect to any Notes is the rate payable
with respect to such Notes multiplied by the actual number of days in the year
for which such calculation is made and divided by 365 or 366, as the case may
be.


 


ARTICLE 4

SATISFACTION AND DISCHARGE


 


4.1                               Satisfaction and Discharge of
Indenture.


 


(a)                                  This Indenture shall upon
Corporation Request cease to be of further effect (except as to surviving
rights of registration of transfer or exchange of Notes expressly provided for
herein or pursuant hereto) and the Trustee, at the expense of the Corporation,
shall 


 


24

















 


execute proper instruments acknowledging satisfaction
and discharge of this Indenture when:


 


(i)                                     either:


 


(A)                              all Notes theretofore
authenticated and delivered (other than (i) Notes which have been
destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.7
and (ii) Notes for whose payment money has theretofore been deposited in trust
with the Trustee or any Paying Agent or segregated and held in trust by the
Corporation and thereafter repaid to the Corporation or discharged from such
trust, as provided in Section 10.3) have been delivered to the Trustee for
cancellation, or


 


(B)                                all such Notes not theretofore
delivered to the Trustee for cancellation


 


(1)                                  have become due and payable,
or


 


(2)                                  will become due and payable at
their Stated Maturity within one year, or


 


(3)                                  are to be called for
redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption by the Trustee in the name, and at the
expense, of the Corporation,


 


and the
Corporation, in the case of (1), (2) or (3) above, has irrevocably
deposited or caused to be deposited with the Trustee as trust funds in trust
for such purpose an amount sufficient to pay and discharge the entire
indebtedness on such Notes not theretofore delivered to the Trustee for
cancellation, for principal (and premium, if any) and interest to the date of such
deposit (in the case of Notes which have become due and payable) or to the
Stated Maturity or Redemption Date, as the case may be;


 


(ii)                                  the Corporation has paid or
caused to be paid all other sums payable hereunder by the Corporation; and


 


(iii)                               the Corporation has delivered
to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating
that all conditions precedent herein provided for relating to the satisfaction
and discharge of this Indenture have been complied with.


 


(b)                                 Notwithstanding the
satisfaction and discharge of this Indenture, the obligations of the
Corporation to the Trustee under Section 6.6 and, if money shall have been
deposited with the Trustee pursuant to subclause (B) of clause (i) of
this Section, the obligations of the Trustee under Section 4.2 and the
last paragraph of Section 10.3 shall survive.


 


4.2                               Application of Trust Money.


 


Subject to the provisions of the last
paragraph of Section 10.3, all money deposited with the Trustee pursuant
to Section 4.1 shall be held in trust and applied by it, in accordance
with the provisions of the Notes and this Indenture, to the payment, either
directly or through any Paying Agent (including the 


 


25

















 


Corporation acting as its own Paying Agent)
as the Trustee may determine, to the Persons entitled thereto, of the principal
(and premium, if any) and interest for whose payment such money has been
deposited with the Trustee; but such money need not be segregated from other
funds except to the extent required by law.


 


ARTICLE 5

REMEDIES


 


5.1                               Events of Default.


 


“Event of Default”, wherever used herein,
means any one of the following events (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):


 


(a)                                  default in the payment of any
interest (including Additional Amounts and Additional Amounts (U.S.))  on any Note when it becomes due and payable, and
continuance of such default for a period of 30 days; or


 


(b)                                 default in the payment of the
principal of (or premium, if any, on) any Note at its Maturity; or


 


(c)                                  default in the performance, or
breach, of any covenant or warranty of the Corporation in this Indenture (other
than a default in the performance, or breach, of a covenant or warranty a
default in the performance of which or the breach of which is specifically
dealt with elsewhere in this Section), and continuance of such default or
breach for a period of 60 days after there has been given, by registered or
certified mail, to the Corporation by the Trustee or to the Corporation and the
Trustee by the Holders of at least 25% in principal amount of the Outstanding
Notes a written notice specifying such default or breach and requiring it to be
remedied and stating that such notice is a “Notice of Default” hereunder; or


 


(d)                                 (A) default under any
indenture or instrument evidencing or under which the Corporation or any
Subsidiary has at the date of this Indenture or shall hereafter have
outstanding any Debt (other than an obligation payable on demand or maturing
less than 12 months from the date such Debt is incurred) in any individual instance
in excess of an amount equal to 5% of Consolidated Shareholders’ Equity shall
occur and be continuing and, if such Debt has not already matured in accordance
with its terms, such Debt shall have been accelerated so that the same shall be
or become due and payable prior to the date on which the same would otherwise
have become due and payable, and such acceleration shall not be rescinded or
annulled within 15 Business Days after notice thereof shall have been given to
the Corporation by the Trustee or the Corporation and the Trustee by the
Holders of at least 25% in aggregate principal amount of all Outstanding Notes
or (B) default in any payment when due at final maturity of any such Debt,
including any applicable grace period; or


 


(e)                                  the entry of a decree or order
by a court having jurisdiction in the premises adjudging the Corporation a
bankrupt or insolvent, or approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of or in respect of the
Corporation under the Bankruptcy and Insolvency  Act (Canada), the Companies’
Creditors Arrangement  Act (Canada)
or any other applicable insolvency law, or appointing a receiver, liquidator,
assignee, trustee, sequestrator (or other similar official) of the Corporation
or of any substantial part of its property, or ordering the winding up 


 


26

















 


or liquidation of its affairs, and the continuance of
any such decree or order unstayed and in effect for a period of 90 consecutive
days; or


 


(f)                                    the institution by the
Corporation of proceedings to be adjudicated a bankrupt or insolvent, or the
consent by it to the institution of bankruptcy or insolvency proceedings
against it, or the filing by it of a petition or answer or consent seeking
reorganization or relief under the Bankruptcy and Insolvency  Act (Canada), the Companies’
Creditors Arrangement  Act (Canada)
or any other applicable insolvency law, or the consent by it to the filing of
any such petition or to the appointment of a receiver, liquidator, assignee,
trustee, sequestrator (or other similar official) of the Corporation or of any
substantial part of its property, or the making by it of an assignment for the
benefit of creditors, or the admission by it in writing of its inability to pay
its debts generally as they become due.


 


5.2                               Acceleration of Maturity;
Rescission and Annulment.


 


(a)                                  If an Event of Default occurs
and is continuing, then in every such case the Trustee or the Holders of not
less than 25% in principal amount of the Outstanding Notes may declare the
principal amount of all the Notes and all interest thereon to be due and
payable immediately, by a notice in writing to the Corporation (and to the
Trustee if given by Holders), and upon any such declaration such principal
amount shall become immediately due and payable.


 


(b)                                 At any time after a
declaration of acceleration has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter
provided in this Article, the Holders of a majority in principal amount of the
Outstanding Notes, by written notice to the Corporation and the Trustee, may
rescind and annul such declaration and its consequences if:


 


(i)                                     the Corporation has paid or
deposited with the Trustee a sum sufficient to pay,


 


(A)                              all overdue interest on all
Outstanding Notes,


 


(B)                                all unpaid principal of (and
premium, if any, on) any Outstanding Notes which has become due otherwise than
by such declaration of acceleration, and interest on such unpaid principal (and
premium, if any) at the rate borne by the Notes,


 


(C)                                to the extent that payment of
such interest is legally enforceable, interest on overdue interest at the rate
borne by the Notes, and


 


(D)                               all sums paid or advanced by
the Trustee hereunder and the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel; and


 


(ii)                                  all Events of Default, other
than the non-payment of amounts of principal of (or premium, if any, on) or
interest on Notes which have become due solely by such declaration of
acceleration, have been cured or waived as provided in Section 5.12.


 


No such rescission shall affect any
subsequent default or impair any right consequent thereon.


 


27














 


5.3                               Collection of Indebtedness and
Suits for Enforcement by Trustee.


 


(a)                                  The Corporation covenants that
if:


 


(i)                                     default is made in the payment
of any installment of interest on any Note when such interest becomes due and
payable and such default continues for a period of 30 days, or


 


(ii)                                  default is made in the payment
of the principal of (or premium, if any, on) any Note at the Maturity thereof,


 


the
Corporation will, upon demand of the Trustee, pay to the Trustee for the
benefit of the Holders of such Notes, the whole amount then due and payable on
such Notes for principal (and premium, if any) and interest, and interest on
any overdue principal (and premium, if any) and, to the extent that payment of
such interest shall be legally enforceable, upon any overdue installment of
interest, at the rate borne by the Notes, and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.


 


(b)                                 If the Corporation fails to
pay such amounts forthwith upon such demand, the Trustee, in its own name as
trustee of an express trust, may institute a judicial proceeding for the
collection of the sums so due and unpaid, may prosecute such proceeding to
judgment or final decree and may enforce the same against the Corporation or
any other obligor upon the Notes and collect the moneys adjudged or decreed to
be payable in the manner provided by law out of the property of the Corporation
or any other obligor upon the Notes, wherever situated.


 


5.4                               Trustee May File Proofs
of Claim.


 


(a)                                  In case of the pendency of any
receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement,
adjustment, composition or other judicial proceeding relative to the
Corporation or any other obligor upon the Notes or the property of the
Corporation or of such other obligor or their creditors, the Trustee
(irrespective of whether the principal of the Notes shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective of
whether the Trustee shall have made any demand on the Corporation for the
payment of overdue principal, premium, if any, or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise,


 


(i)                                     to file and prove a claim for
the whole amount of principal (and premium, if any, on) and interest owing and
unpaid in respect of the Notes and to file such other papers or documents as
may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel) and of the Holders allowed
in such judicial proceeding, and


 


(ii)                                  to collect and receive any
moneys or other property payable or deliverable on any such claims and to
distribute the same;


 


and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or similar
official in any such judicial proceeding is hereby authorized by each Holder to
make such payments to the Trustee and, in the event that the Trustee shall
consent to the making 


 


28

















 


of such
payments directly to the Holders, to pay the Trustee any amount due it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section 6.6.


 


(b)                                 Nothing herein contained shall
be deemed to authorize the Trustee to authorize or consent to or accept or
adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Notes or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding.


 


5.5                               Trustee May Enforce
Claims Without Possession of Notes.


 


All rights of action and claims under this
Indenture or the Notes may be prosecuted and enforced by the Trustee without
the possession of any of the Notes or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by the Trustee shall be
brought in its own name and as trustee of an express trust, and any recovery of
judgment shall, after provision for the payment of the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, be
for the rateable benefit of the Holders of the Notes in respect of which such
judgment has been recovered.


 


5.6                               Application of Money
Collected.


 


Any money collected by the Trustee pursuant
to this Article shall be applied in the following order, at the date or
dates fixed by the Trustee and, in case of the distribution of such money on
account of principal (or premium, if any) or interest, upon presentation of the
Notes and the notation thereon of the payment if only partially paid and upon
surrender thereof if fully paid:


 


FIRST:  To the payment of all
amounts due the Trustee under Section 6.6;


 


SECOND:  To the payment of the
amounts then due and unpaid for principal of (and premium, if any, on) and
interest on the Notes in respect of which or for the benefit of which such
money has been collected, rateably, without preference or priority of any kind,
according to the amounts due and payable on such Notes for principal (and
premium, if any) and interest, respectively; and


 


THIRD:   The balance, if any, to
the Corporation or any other Person or Persons entitled thereto.


 


5.7                               Limitation on Suits.


 


No Holder of any Notes shall have any right
to institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless:


 


(a)                                  such Holder has previously
given written notice to the Trustee of a continuing Event of Default;


 


(b)                                 the Holders of not less than
25% in principal amount of the Outstanding Notes shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default in its own name as Trustee hereunder;


 


29

















 


(c)                                  such Holder or Holders have
offered to the Trustee reasonable indemnity against the costs, expenses and
liabilities to be incurred in compliance with such request;


 


(d)                                 the Trustee for 60 days after
its receipt of such notice, request and offer of indemnity has failed to
institute any such proceeding; and


 


(e)                                  no direction inconsistent with
such written request has been given to the Trustee during such 60-day period by
the Holders of a majority or more in principal amount of the Outstanding Notes;


 


it being understood and intended that no
one or more Holders shall have any right in any manner whatever by virtue of,
or by availing of, any provision of this Indenture to affect,  disturb or prejudice the rights of any other
Holders, or to obtain or to seek to obtain priority or preference over any
other Holders or to enforce any right under this Indenture, except in the
manner herein provided and for the equal and rateable benefit of all the
Holders.  However, such limitations do
not apply to a suit instituted by the Holder of a Note directly and not through
the Trustee for the enforcement of payment of the principal of or any premium
or interest on such Note on or after the applicable due date specified in such
Note, provided that no such suit may be instituted unless the events described
in Sections 5.7(a)-(d), inclusive, have occurred.


 


5.8                               Restoration of Rights and
Remedies.


 


If the Trustee or any Holder has instituted
any proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then and in every such
case, subject to any determination in such proceeding, the Corporation, the
Trustee and the Holders shall be restored severally and respectively to their
former positions hereunder and thereafter all rights and remedies of the
Trustee and the Holders shall continue as though no such proceeding had been
instituted.


 


5.9                               Rights and Remedies
Cumulative.


 


Except as otherwise provided with respect
to the replacement or payment of mutilated, destroyed, lost or stolen Notes in
the last paragraph of Section 3.7, no right or remedy herein conferred
upon or reserved to the Trustee or to the Holders is intended to be exclusive
of any other right or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or
remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.


 


5.10                        Delay or Omission Not Waiver.


 


No delay or omission of the Trustee or of
any Holder of any Note to exercise any right or remedy accruing upon any Event
of Default shall impair any such right or remedy or constitute a waiver of any
such Event of Default or an acquiescence therein.  Every right and remedy given by this Article or
by law to the Trustee or to the Holders may be exercised from time to time, and
as often as may be deemed expedient, by the Trustee or by the Holders, as the
case may be.


 


5.11                        Control by Holders.


 


The Holders of not less than a majority in
principal amount of the Outstanding Notes shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred on the Trustee,
provided that:


 


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(a)                                  such direction shall not be in
conflict with any rule of law or with this Indenture,


 


(b)                                 the Trustee may take any other
action deemed proper by the Trustee which is not inconsistent with such
direction, and


 


(c)                                  the Trustee need not take any
action which might involve it in personal liability.


 


5.12                        Waiver of Past Defaults.


 


(a)                                  Subject to Section 5.2,
the Holders of not less than 662/3% of the principal amount of the Outstanding Notes may
on behalf of the Holders of all Notes waive any past default hereunder and its
consequences, except a default:


 


(i)                                     in respect of the payment of
the principal of (or premium, if any, on) or interest on any Note, or


 


(ii)                                  in respect of a covenant or
provision hereof which under Article 9 cannot be modified or amended
without the consent of the Holder of each Outstanding Note affected.


 


(b)                                 Upon any such waiver, such
default shall cease to exist, and any Event of Default arising therefrom shall
be deemed to have been cured, for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other default or Event of Default or
impair any right consequent thereon.


 


5.13                        Waiver of Stay or Extension
Laws.


 


The Corporation covenants (to the extent
that it may lawfully do so) that it will not at any time insist upon, or plead,
or in any manner whatsoever claim or take the benefit or advantage of, any stay
or extension law wherever enacted, now or at any time hereafter in force, which
may affect the covenants or the performance of this Indenture; and the
Corporation (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law and covenants that it will not hinder,
delay or impede the execution of any power herein granted to the Trustee, but
will suffer and permit the execution of every such power as though no such law
had been enacted.


 


ARTICLE 6

THE TRUSTEE


 


6.1                               Notice of Defaults.


 


Within 90 days after the occurrence of any
Default hereunder, the Trustee shall give notice to the Holders of such Default
hereunder known to the Trustee, unless such Default shall have been cured or
waived; provided, however, that, except in the case of a Default in the payment
of the principal of (or premium, if any) or interest on any Note, the Trustee
shall be protected in withholding such notice if and so long as the board of
directors, the executive committee or a trust committee of directors and/or
Responsible Officers of the Trustee in good faith determine that the
withholding of such notice is in the interest of the Holders; and provided
further that, in the case of any default of the character specified in Section 5.1(c),
no such notice to Holders shall be given until at least 30 days after the
occurrence thereof.


 


6.2                               Certain Rights of Trustee.


 


(a)                                  Subject to the provisions of
Trust Indenture Legislation:


 


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(i)                                     the Trustee may rely on and
shall be protected in acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document believed by it to be genuine and to
have been signed or presented by the proper party or parties;


 


(ii)                                  any request or direction of
the Corporation mentioned herein shall be sufficiently evidenced by a
Corporation Request or Corporation Order and any resolution of the Board of
Directors may be sufficiently evidenced by a Board Resolution;


 


(iii)                               whenever in the administration
of this Indenture the Trustee shall deem it desirable that a matter be proved
or established prior to taking, suffering or omitting any action hereunder, the
Trustee (unless other evidence be herein specifically prescribed) may, in the
absence of bad faith on its part, rely upon an Officer’s Certificate;


 


(iv)                              the Trustee may consult with
legal counsel or other experts or advisors and the written advice of such
counsel, experts or advisors or any Opinion of Counsel shall be full and
complete authorization and protection in respect of any action taken, suffered
or omitted by it hereunder in good faith and in reliance thereon;


 


(v)                                 the Trustee shall be under no
obligation to exercise any of the rights or powers vested in it by this
Indenture at the request or direction of any of the Holders pursuant to this
Indenture, unless such Holders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities which might
be incurred by it in compliance with such request or direction;


 


(vi)                              the Trustee shall not be bound
to make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document, but the Trustee, in its discretion,
may make such further inquiry or investigation into such facts or matters as it
may see fit, and, if the Trustee shall determine to make such further inquiry
or investigation, it shall be entitled to examine the books, records and
premises of the Corporation, personally or by agent or attorney;


 


(vii)                           the Trustee may execute any of
the trusts or powers hereunder or perform any duties hereunder either directly
or by or through agents or attorneys and the Trustee shall not be responsible
for any misconduct or negligence on the part of any agent or attorney appointed
with due care by it hereunder; and


 


(viii)                        the Trustee shall not be
liable for any action taken, suffered or omitted by it in good faith and
believed by it to be authorized or within the discretion or rights or powers
conferred upon it by this Indenture.


 


(b)                                 The Trustee shall not be
required to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it.


 


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6.3                               Trustee Not Responsible for
Recitals or Issuance of Notes.


 


The recitals contained herein and in the
Notes, except for the Trustee’s certificates of authentication, shall be taken
as the statements of the Corporation, and the Trustee assumes no responsibility
for their correctness.  The Trustee makes
no representations as to the validity or sufficiency of this Indenture or of
the Notes, except that the Trustee represents that it is duly authorized to
execute and deliver this Indenture, authenticate the Notes and perform its
obligations hereunder.  The Trustee shall
not be accountable for the use or application by the Corporation of Notes or
the proceeds thereof.


 


6.4                               May Hold Notes.


 


The Trustee, any Paying Agent, any Note
Registrar or any other agent of the Corporation or of the Trustee, in its
individual or any other capacity, may become the owner or pledgee of Notes and,
subject to Trust Indenture Legislation, may otherwise deal with the Corporation
with the same rights it would have if it were not Trustee, Paying Agent, Note
Registrar or such other agent.


 


6.5                               Money Held in Trust.


 


Money held by the Trustee in trust
hereunder need not be segregated from other funds except to the extent required
by law.  The Trustee shall be under no
liability for interest on any money received by it hereunder except as
otherwise agreed with the Corporation.


 


6.6                               Compensation and
Reimbursement.


 


(a)                                  The Corporation agrees:


 


(i)                                     to pay to the Trustee from
time to time reasonable compensation for all services rendered by it hereunder
(which compensation shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust);


 


(ii)                                  except as otherwise expressly
provided herein, to reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture (including the reasonable
compensation and the expenses and disbursements of its agents and counsel or
other experts or advisors), except any such expense, disbursement or advance as
may be attributable to its negligence or bad faith; and


 


(iii)                               to indemnify the Trustee for,
and to hold it harmless against, any loss, liability or expense incurred
without negligence or bad faith on its part, arising out of or in connection
with the acceptance or administration of this trust, including the costs and
expenses of defending itself against any claim or liability in connection with
the exercise or performance of any of its powers or duties hereunder.


 


(b)                                 The obligations of the
Corporation under this Section to compensate the Trustee, to pay or
reimburse the Trustee for expenses, disbursements and advances and to indemnify
and hold harmless the Trustee shall constitute additional indebtedness
hereunder and shall survive the satisfaction and discharge of this
Indenture.  As security for the
performance of such obligations of the Corporation, the Trustee shall have a
claim prior to the Notes upon all property and funds held or collected by the
Trustee as such, except funds held in trust for the payment of principal of
(and premium, if any, on) or interest on particular Notes.


 


33

















 


(c)                                  When the Trustee incurs
expenses or renders services in connection with an Event of Default specified
in Section 5.1(e) or (f), the expenses (including the reasonable
charges and expenses of its counsel) of and the compensation for such services
are intended to constitute expenses of administration under any applicable
United States Federal or State, or any Canadian bankruptcy, insolvency or other
similar law.


 


(d)                                 The provisions of this Section shall
survive the termination of this Indenture and removal or resignation of the
Trustee.


 


6.7                               Corporate Trustee Required;
Eligibility.


 


There shall at all
times be a Trustee with respect to the Notes issued hereunder which shall at
all times be a body corporate incorporated under the laws of Canada or a
province thereof and authorized to carry on the business of a trust company in
all of the provinces of Canada.  The
Corporation may not, nor may any Person directly or indirectly controlling,
controlled by, or under common control with the Corporation, serve as
Trustee.  In case at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section,
the Trustee shall resign immediately in the manner and with the effect
specified in Section 6.8.


 


6.8                               Resignation and Removal;
Appointment of Successor.


 


(a)                                  No resignation or removal of
the Trustee and no appointment of a successor Trustee pursuant to this Article shall
become effective until the acceptance of appointment by the successor Trustee
in accordance with the applicable requirements of Section 6.9.


 


(b)                                 The Trustee may resign at any
time by giving written notice thereof to the Corporation.  If the instrument of acceptance by a
successor Trustee required by Section 6.9 shall not have been delivered to
the Trustee within 30 days after the giving of such notice of resignation, the
resigning Trustee may at the expense of the Corporation petition any court of
competent jurisdiction for the appointment of a successor Trustee.


 


(c)                                  The Trustee may be removed at
any time by an Extraordinary Resolution of the Holders, delivered to the
Trustee and to the Corporation.


 


(d)                                 If at any time the Trustee
shall become incapable of acting or shall be adjudged a bankrupt or insolvent
or a receiver of the Trustee or of its property shall be appointed or any
public officer shall take charge or control of the Trustee or of its property
or affairs for the purpose of rehabilitation, conservation or liquidation,
then, in any such case, (i) the Corporation, by a Board Resolution, may
remove the Trustee, or (ii) any Holder, upon Noteholders’ Request on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee.


 


(e)                                  If the Trustee shall resign,
be removed or become incapable of acting, or if a vacancy shall occur in the
office of Trustee for any cause, the Corporation, by a Board Resolution, shall
promptly appoint a successor Trustee. 
If, within one year after such resignation, removal or incapability, or
the occurrence of such vacancy, a successor Trustee shall be appointed by  Act  of the Holders
of a majority in principal amount of the Outstanding Notes delivered to the
Corporation and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment, become the successor Trustee
and supersede the successor Trustee appointed by the Corporation.  If no successor Trustee shall have been so
appointed by the Corporation or the Holders and accepted appointment in the manner
hereinafter provided, any Holder upon Noteholders’ 


 


34

















 


Request, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the appointment of a
successor Trustee.


 


(f)                                    The Corporation shall give
notice of each resignation and each removal of the Trustee and each appointment
of a successor Trustee to the Holders of Notes in the manner provided for in Section 1.6.  Each notice shall include the name of the
successor Trustee and the address of its Corporate Trust Office.


 


6.9                               Acceptance of Appointment by
Successor.


 


(a)                                  Every successor Trustee
appointed hereunder shall execute, acknowledge and deliver to the Corporation
and to the retiring Trustee an instrument accepting such appointment, and
thereupon the resignation or removal of the retiring Trustee shall become
effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee; but, on request of the Corporation or the successor
Trustee, such retiring Trustee shall, upon payment of its charges, execute and
deliver an instrument transferring to such successor Trustee all the rights,
powers and trusts of the retiring Trustee and shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder.  Upon request of any
such successor Trustee, the Corporation shall execute any and all instruments
for more fully and certainly vesting in and confirming to such successor
Trustee all such rights, powers and trusts.


 


(b)                                 No successor Trustee shall
accept its appointment unless at the time of such acceptance such successor
Trustee shall be qualified and eligible under this Article.


 


6.10                        Merger, Conversion,
Consolidation or Succession to Business.


 


Any corporation into which the Trustee may
be merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation succeeding to all or substantially all of
the corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder, provided such corporation shall be otherwise qualified and
eligible under this Article, without the execution or filing of any document or
any further act on the part of any of the parties hereto.  In case any Notes shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Notes so authenticated with the same effect
as if such successor Trustee had itself authenticated such Notes.  In case any of the Notes shall not have been
authenticated by such predecessor Trustee, any successor Trustee may
authenticate such Notes either in the name of any predecessor hereunder or in
the name of the successor Trustee.  In
all such cases such certificates shall have the full force and effect that this
Indenture provides for the certificate of authentication of the Trustee;
provided, however, that the right to adopt the certificate of authentication of
any predecessor Trustee or to authenticate Notes in the name of any predecessor
Trustee shall apply only to its successor or successors by merger, conversion
or consolidation.


 


ARTICLE 7

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND CORPORATION


 


7.1                               Trustee to Furnish Corporation
Names and Addresses of Holders.


 


The Trustee will furnish or cause to be
furnished to the Corporation:


 


35

















 


(a)                                  at such times as the Trustee
is acting as Note Registrar, on each Record Date a list, in such form as the
Corporation may reasonably require, of the names and addresses of Holders as of
such Record Date; provided, however, that the Trustee shall not be obligated to
furnish or cause to be furnished such list at any time that the list shall not
differ in any respect from the most recent list furnished to the Corporation by
the Trustee; and


 


(b)                                 at such other times as the
Corporation may request in writing within 30 days after the receipt by the
Trustee of any such request, a list of similar form and content as of a date
not more than 15 days prior to the time such list is furnished.


 


7.2                               Preservation of Informal
Communications with Noteholders.


 


(a)                                  The Trustee shall preserve, in
as current a form as is reasonably practicable, all information as to the names
and addresses of the Holders and as to the names and addresses of Holders
received by the Trustee in its capacity as Note Registrar (if acting in such
capacity).


 


(b)                                 The Corporation may destroy
any list furnished to it as provided in Section 7.1 upon receipt of a new
list so furnished.


 


7.3                               Disclosure of Names and
Addresses of Holders.


 


Every Holder of Notes, by receiving and
holding the same, agrees with the Corporation and the Trustee that none of the
Corporation or the Trustee or any agent of either of them shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the Holders, regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under Trust Indenture
Legislation; and consents to such disclosure or mailing.


 


7.4                               Reports by Corporation.


 


The Corporation shall:


 


(a)                                  file with the Trustee, copies
of the annual reports and of the information, documents and other reports (or
copies of such portions of any of the foregoing) which the Corporation may be
required to file pursuant to Trust Indenture Legislation or, if the Corporation
is not required to file any such information, documents or reports pursuant
thereto, then it shall file with the Trustee such of the supplementary and
periodic information, documents and reports which may be required to be
delivered by the Corporation to its shareholders pursuant to applicable
securities laws;


 


(b)                                 file with the Trustee and any
prescribed regulatory authority, in accordance with rules and regulations
prescribed from time to time in accordance with Trust Indenture Legislation,
such additional information, documents and reports with respect to compliance
by the Corporation with the conditions and covenants of this Indenture as may
be required from time to time by such rules and regulations; and


 


(c)                                  transmit by mail to all
Holders, in accordance with Trust Indenture Legislation, such summaries of any
information, documents and reports required to be filed by the Corporation
pursuant to paragraphs (a) and (b) of this Section as may be
required.


 


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ARTICLE 8

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


 


8.1                               Corporation May Consolidate,
etc., Only on Certain Terms.


 


The Corporation shall not amalgamate or
consolidate with or merge into any other Person or convey, transfer or lease
its properties and assets substantially as an entirety to any other Person,
unless:


 


(i)                                     the Person formed by such
consolidation or amalgamation or into which the Corporation is merged or the
Person which acquires by conveyance or transfer, or which leases, the properties
and assets of the Corporation substantially as an entirety shall be a
corporation, partnership, or trust organized and existing under the laws of
Canada or any province or territory thereof, the United States of America or
any State thereof or the District of Columbia and shall expressly assume, by an
indenture supplemental hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, the Corporation’s obligations for the due and
punctual payment of the principal of (premium, if any), and interest on all the
Notes and the performance and observance of every covenant of this Indenture on
the part of the Corporation to be performed or observed;


 


(ii)                                  immediately after giving
effect to such transaction, no Default or Event of Default shall have happened
and be continuing; and


 


(iii)                               the Corporation shall have
delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel,
each stating that the amalgamation, consolidation, merger, conveyance, transfer
or lease and such supplemental indenture comply with this Article and that
all conditions precedent herein provided for relating to such transaction have
been complied with.


 


This Section shall only apply to a
merger, amalgamation or consolidation in which the Corporation is not the
surviving corporation and to conveyances, leases and transfers by the
Corporation as transferor or lessor.


 


8.2                               Successor Person Substituted.


 


Upon any consolidation or amalgamation by
the Corporation with or merger by the Corporation into any other corporation or
any conveyance, transfer or lease of the properties and assets of the
Corporation substantially as an entirety to any Person in accordance with Section 8.1,
the successor Person formed by such consolidation or amalgamation or into which
the Corporation is merged or to which such conveyance, transfer or lease is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Corporation under this Indenture with the same effect as if such
successor Person had been named as the Corporation herein, and in the event of
any such conveyance or transfer, the Corporation (which term shall for this
purpose mean the Person named as the “Corporation” in the first paragraph of
this Indenture or any successor Person which shall theretofore become such in
the manner described in Section 8.1), except in the case of a lease, shall
be discharged of all obligations and covenants under this Indenture and the
Notes and the coupons and may be dissolved and liquidated.


 


8.3                               Securities to be Secured in
Certain Events.


 


If, as a result of any amalgamation or
consolidation of the Corporation with or merger of the Corporation with any
other Person, or upon any conveyance, lease or transfer of the property of the
Corporation as an entirety or substantially as an entirety to any other Person,
any properties or assets of the Corporation would become subject to a mortgage,
pledge, charge, security interest or other encumbrance securing 


 


37

















 


Debt, then unless such mortgage, pledge,
charge, security interest or other encumbrance could be created without equally
and rateably securing the Notes under Section 10.6, the Corporation or
such successor Person, as the case may be, prior to or simultaneously with such
amalgamation, consolidation, merger, conveyance, lease or transfer, shall, with
respect to such properties or assets, secure the Notes hereunder equally and
rateably with (or prior to) all such Debt which upon such amalgamation,
consolidation, merger, conveyance, lease or transfer is to become secured as to
such properties or assets, or will cause such Notes to be so secured.


 


ARTICLE 9

SUPPLEMENTAL INDENTURES


 


9.1                               Supplemental Indentures
Without Consent of Holders.


 


Without the consent of any Holders, the
Corporation, when authorized by a Board Resolution, and the Trustee, at any
time and from time to time, may enter into one or more indentures supplemental
hereto, for any of the following purposes:


 


(a)                                  to evidence the succession of
another Person to the Corporation in accordance with this Indenture and the
assumption by any such successor of the covenants of the Corporation contained
herein and in the Notes; or


 


(b)                                 to add to the covenants of the
Corporation for the benefit of the Holders or to surrender any right or power
herein conferred upon the Corporation; or


 


(c)                                  to add any additional Events
of Default; or


 


(d)                                 to evidence and provide for
the acceptance of appointment hereunder by a successor Trustee pursuant to the
requirements of Section 6.9; or


 


(e)                                  to cure any ambiguity, to
correct or supplement any provision herein which may be inconsistent with any
other provision herein, or to make any other provisions with respect to matters
or questions arising under this Indenture; provided that such action shall not
adversely affect the interests of the Holders in any material respect; or


 


(f)                                    to secure the Notes pursuant
to the requirements of Section 8.1, 10.6, 10.7 or otherwise; or


 


(g)                                 to supplement any of the
provisions of this Indenture to such extent as shall be necessary to permit or
facilitate the defeasance and discharge of Notes pursuant to Article 12;
provided that such action shall not adversely affect the interests of Holders
in any material respect.


 


9.2                               Supplemental Indentures with
Consent of Holders.


 


(a)                                  With the consent of the
Holders by Extraordinary Resolution, the Corporation, when authorized by a
Board Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders under this Indenture;
provided, however, that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Note affected thereby:


 


38

















 


(i)                                     change the Stated Maturity of
the principal of, or any installment of interest on, any Note, or reduce the
principal amount of, or the premium, if any, or any interest on any Note,
including the requirement of the Corporation to pay Additional Amounts or
Additional Amounts (U.S.), or reduce the rate of interest thereon or the amount
payable upon the acceleration of any Stated Maturity or the amount thereof
provable in bankruptcy pursuant to Section 5.4, or the amount of any
accrued and unpaid interest thereon, or change the place of payment or currency
in which any Note or any principal, (or premium, if any), or interest thereon
is payable, or impair the right to institute suit for the enforcement of any
payment with respect to the Notes, or


 


(ii)                                  reduce the percentage in
principal amount of the Outstanding Notes, the consent of whose Holders is
required for any such supplemental indenture, or for any waiver (of compliance
with certain provisions of this Indenture applicable to such Note or certain
defaults hereunder and their consequences) provided for in this Indenture, or


 


(iii)                               modify any of the provisions
of this Section or Sections 5.7, 5.12, 10.9 and 13.13(a), except to
increase any such percentage or to provide that certain other provisions of
this Indenture cannot be modified or waived without the consent of the Holder
of each Outstanding Note affected thereby, or


 


(iv)                              modify the provisions of Sections
10.10.


 


(b)                                 It shall not be necessary for
any Extraordinary Resolution under this Section to approve the particular
form of any proposed supplemental indenture, but it shall be sufficient if such  Act shall approve the substance thereof.


 


9.3                               Execution of Supplemental
Indentures.


 


In executing, or accepting the additional
trusts created by, any supplemental indenture permitted by this Article or
the modifications thereby of the trusts created by this Indenture, the Trustee
shall be entitled to receive, and shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. 
The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee’s own rights, duties or
immunities under this Indenture or otherwise.


 


9.4                               Effect of Supplemental
Indentures.


 


Upon the execution of any supplemental
indenture under this Article, this Indenture shall be modified in accordance
therewith, and such supplemental indenture shall form a part of this Indenture
for all purposes; and every Holder of Notes theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby.


 


9.5                               Conformity with Trust
Indenture Legislation.


 


Every supplemental indenture executed
pursuant to this Article shall conform to the requirements of Trust
Indenture Legislation as then in effect.


 


9.6                               Reference in Notes to
Supplemental Indentures.


 


Notes authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, in
accordance with an Opinion of Counsel, bear a notation as to any matter
provided for in 


 


39

















 


such supplemental indenture.  If the Corporation shall so determine, new
Notes so modified as to conform, in the Opinion of Counsel, to any such
supplemental indenture may be prepared and executed by the Corporation and
authenticated and delivered by the Trustee in exchange for Outstanding Notes.


 


9.7                               Notice of Supplemental
Indentures.


 


Promptly after the execution by the
Corporation and the Trustee of any supplemental indenture pursuant to the
provisions of Section 9.2, the Corporation shall give notice thereof to
the Holders of each Outstanding Note affected, in the manner provided for in Section 1.6,
setting forth in general terms the substance of such supplemental indenture.


 


ARTICLE 10

COVENANTS


 


10.1                        Payment of Principal, Premium,
if any, and Interest.


 


The Corporation covenants and agrees for
the benefit of the Holders that it will duly and punctually pay the principal
of (and premium, if any, on) and interest on the Notes in accordance with the
terms of the Notes and this Indenture.


 


10.2                        Maintenance of Office or
Agency.


 


(a)                                  The Corporation will maintain
in the City of Calgary, Alberta or the City of Toronto, Ontario, an office or
agency where Notes may be presented or surrendered for payment, where Notes may
be surrendered for registration of transfer or exchange and where notices and demands
to or upon the Corporation in respect of the Notes and this Indenture may be
served.  The Corporate Trust Office of
the Trustee shall be such office or agency of the Corporation, unless the
Corporation shall designate and maintain some other office or agency for one or
more of such purposes.  The Corporation
will give prompt written notice to the Trustee of any change in the location of
any such office or agency.  If at any time
the Corporation shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Corporation hereby appoints the Trustee as its
agent to receive all such presentations, surrenders, notices and demands.


 


(b)                                 The Corporation may also from
time to time designate one or more other offices or agencies (in or outside of
the City of Calgary, Alberta or the City of Toronto, Ontario) where the Notes
may be presented or surrendered for any or all such purposes and may from time
to time rescind any such designation; provided, however, that no such
designation or rescission shall in any manner relieve the Corporation of its
obligation to maintain an office or agency in the City of Calgary, Alberta, or
the City of Toronto, Ontario for such purposes. 
The Corporation will give prompt written notice to the Trustee of any
such designation or rescission and any change in the location of any such other
office or agency.


 


10.3                        Money for Note Payments to Be
Held in Trust.


 


(a)                                  If the Corporation shall at
any time act as its own Paying Agent, it will, on or before each due date of
the principal of (or premium, if any, on) or interest on any of the Notes,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal of (or premium, if any) or interest so
becoming due until such sums 


 


40

















 


shall be paid to such Persons or otherwise disposed of
as herein provided and will promptly notify the Trustee of its action or
failure so to act.


 


(b)                                 Whenever the Corporation shall
have one or more Paying Agents for the Notes, it will, on or before each due
date of the principal of (or premium, if any, on), or interest on, any Notes,
deposit with a Paying Agent a sum sufficient to pay the principal (or premium,
if any) or interest so becoming due, such sum to be held in trust for the
benefit of the Persons entitled to such principal, premium or interest, and
(unless such Paying Agent is the Trustee) the Corporation will promptly notify
the Trustee of such action or any failure so to act.


 


(c)                                  The Corporation will cause
each Paying Agent (other than the Trustee) to execute and deliver to the Trustee
an instrument in which such Paying Agent shall agree with the Trustee, subject
to the provisions of this Section, that such Paying Agent will:


 


(i)                                     hold all sums held by it for
the payment of the principal of (and premium, if any, on) or interest on Notes
in trust for the benefit of the Persons entitled thereto until such sums shall
be paid to such Persons or otherwise disposed of as herein provided;


 


(ii)                                  give the Trustee notice of any
default by the Corporation (or any other obligor upon the Notes) in the making
of any payment of principal (and premium, if any) or interest; and


 


(iii)                               at any time during the
continuance of any such default, upon the written request of the Trustee,
forthwith pay to the Trustee all sums so held in trust by such Paying Agent.


 


(d)                                 The Corporation may at any
time, for the purpose of obtaining the satisfaction and discharge of this
Indenture or for any other purpose, pay, or by Corporation Order direct any
Paying Agent to pay, to the Trustee all sums held in trust by the Corporation
or such Paying Agent, such sums to be held by the Trustee upon the same trusts
as those upon which such sums were held by the Corporation or such Paying
Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying
Agent shall be released from all further liability with respect to such sums.


 


(e)                                  Any money deposited with the
Trustee or any Paying Agent, or then held by the Corporation, in trust for the
payment of the principal of (or premium, if any, on) or interest on any Note and
remaining unclaimed for two years after such principal, premium or interest has
become due and payable shall be paid to the Corporation on Corporation Request,
or (if then held by the Corporation) shall be discharged from such trust; and
the Holder of such Note shall thereafter, as an unsecured general creditor,
look only to the Corporation for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all
liability of the Corporation as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent, before being required
to make any such repayment, may at the expense of the Corporation cause to be
published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in the City of
Calgary, Alberta and the City of Toronto, Ontario, notice that such money
remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such publication, any unclaimed balance of
such money then remaining will be repaid to the Corporation.


 


41

















 


10.4                        Statement as to Compliance.


 


The Corporation will deliver to the
Trustee, within 120 days after the end of each fiscal year, a brief certificate
from the principal executive officer, principal financial officer or principal
accounting officer as to his or her knowledge of the Corporation’s compliance
with all conditions and covenants under this Indenture, specifying all known
defaults.  For purposes of this Section 10.4,
such compliance shall be determined without regard to any period of grace or
requirement of notice under this Indenture.


 


10.5                        Corporate Existence.


 


Subject to Article 8, the Corporation
will do or cause to be done all things necessary to preserve and keep in full
force and effect its corporate existence and the rights (charter and statutory)
and franchises of the Corporation; provided, however, that the Corporation
shall not be required to preserve any such right or franchise if the
Corporation shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Corporation and its
Subsidiaries as a whole.


 


10.6                        Negative Pledge.


 


The Corporation will not, and will not
permit any Subsidiary to, create any Security Interest on any of its property
or assets (including Capital Stock), whether owned on the date hereof or
thereafter acquired, to secure any Debt unless at the same time it shall secure
equally and rateably with such Debt all Notes then Outstanding by the same
instrument or by other instrument for so long as such obligation is secured; provided
that this covenant shall not hinder or prevent the sale of any property or
assets of the Corporation (except in the case of a sale in connection with a
transaction prohibited by Section 10.7) or hinder or prevent:


 


(a)                                  Security Interests existing on
the date of initial issuance of the Notes;


 


(b)                                 Security Interests on any
property, Capital Stock, or other assets existing at the time of acquisition
thereof by the Corporation or any Subsidiary (which may include property
previously leased by the Corporation or any Subsidiary and leasehold interests
thereon, provided that the lease terminates prior to the acquisition);


 


(c)                                  Security Interests on
property, Capital Stock, or other assets of a corporation or other entity
existing at the time such corporation or other entity is merged into or
consolidated with the Corporation or any Subsidiary or at the time of a sale,
lease or other disposition of the properties of a corporation or other entity
as an entirety or substantially as an entirety to the Corporation or any
Subsidiary;


 


(d)                                 Security Interests on
property, Capital Stock or other assets (“Secured Projects”) acquired,
constructed or improved by the Corporation or any Subsidiary after the initial
issuance of the Notes which are created or assumed contemporaneously with, or
within 270 days after such acquisition (or, in the case of property or other assets
constructed or improved, within 270 days after the completion or commencement
of commercial operation of such property or other assets, whichever is later)
to secure or provide for the payment of any part of the purchase price of such
property, Capital Stock, or other assets or cost of such construction or
improvement; provided that if a commitment to so finance such a payment
is obtained prior to or within such 270 day period and the related Security
Interest is created within 90 days after the expiration of the 270 day period,
the applicable Security Interest shall be deemed to be included in this clause
(d); and provided further that such Security Interests may also extend
to: (a) any Necessary Assets; provided that the instrument granting such
Security Interests does not materially impair the continued operation of each
Significant Facility requiring or dependent on such 


 


42

















 


Necessary Assets notwithstanding a default under such
instrument or acceleration of the obligations secured thereby; (b) any
unimproved real property theretofore owned by the Corporation or any
Subsidiary, on which the property so constructed, or the improvement is
located; and (c) contract rights (including revenue therefrom) of the
Corporation or any Subsidiary directly related to such Secured Projects;


 


(e)                                  Security Interests securing
Debt issued pursuant to a receivables facility or similar credit arrangement
which provides for Debt issued by the Corporation or any Subsidiary thereunder
and interest thereon and related obligations to be secured by a pledge of
receivables of the Corporation or any Subsidiary in accordance with an
indenture or other agreement and which further provides that the holder of
interests in the trust created pursuant to such indenture or other agreement is
to be entitled to a first call on the proceeds of any enforcement of the
security under the indenture or other agreement that are attributable to
receivables of the Corporation or any Subsidiary;


 


(f)                                    the granting of any security,
whether by way of letter of credit, surety bond or otherwise, which is posted
or granted pursuant to a court order or agreement with a third Person in the
context of a dispute by the Corporation or any Subsidiary of the claims by a
third Person purportedly arising in the ordinary course of business of, or
incident to current construction by, the Corporation or any Subsidiary;


 


(g)                                 the deposit of cash, letters
of credit, surety bonds, labour and material bonds, or any other security in
connection with contracts (other than for the payment of Debt) or tenders in
the ordinary course of business or to secure margin accounts in the ordinary
course of business, workmen’s compensation, surety or appeal bonds, costs of
litigation required by law, public and statutory obligations, liens or claims
whether arising at common law, equity or pursuant to statute whether incident
to current construction or otherwise, including but not limited to mechanics’,
workmens’, carriers’ and other similar liens;


 


(h)                                 Security Interests securing
Debt or other obligations of a Subsidiary owing to the Corporation or a wholly
owned Subsidiary;


 


(i)                                     Security Interests on or other
conveyances of property or other assets owned by the Corporation or any
Subsidiary in favour of the Government of Canada or any Province or Territory
thereof or the United States of America or any State, territory or possession
thereof (or the District of Columbia), or any department, agency,
instrumentality or political subdivision of the Government of Canada or any
Province or Territory thereof or the United States of America or any State,
territory or possession thereof (or the District of Columbia), to secure
partial, progress, advance or other payments pursuant to any contract or statute
or to secure any Debt incurred for the purpose of financing all or any part of
the purchase price or the cost of construction or improvement of the property
subject to such Security Interests; or


 


(j)                                     any extension, renewal or
replacement (or successive extensions, renewals or replacements), in whole or
in part, of any Security Interest referred to in the foregoing clauses (a) to
(i), inclusive, without increase of the principal of the Debt secured thereby; provided, however,
that such extension, renewal or replacement shall be limited to all or a part
of the property or other assets which secured the Security Interest so
extended, renewed or replaced (plus improvements on such property or other
assets); and provided, further, that any Security Interest
permitted by any of the foregoing clauses (a) to (i), inclusive, of this Section 10.6
shall not extend to or cover any property of the 


 


43

















 


Corporation or any Subsidiary other than the property
specified in such clauses and improvements thereto.


 


Notwithstanding the foregoing provisions or
the provisions of Section 10.7, the Corporation or any Subsidiary may
issue, incur, create, assume or guarantee Debt secured by Security Interests
which would otherwise be subject to the foregoing restrictions and enter into
any Sale/Leaseback Transaction that would otherwise be prohibited by Section 10.7
in an aggregate amount which, together with all other outstanding Debt of the
Corporation and each Subsidiary or any of them which (if originally issued,
incurred, created, assumed or guaranteed at such time) would otherwise be
subject to the foregoing restrictions under any of clauses (a) through (j) above
and the aggregate Attributable Debt of all such Sale/Leaseback Transactions of
the Corporation and each Subsidiary or any of them at any one time outstanding
together, does not at the time exceed 10% of Consolidated Net Tangible Assets
of the Corporation.


 


10.7                        Limitation on Sale/Leaseback
Transactions.


 


The Corporation shall not, and shall not
permit any Subsidiary to, enter into any Sale/Leaseback Transaction with
respect to any property unless (i) the Corporation or such Subsidiary
would be entitled to create Security Interests on such property securing such
Attributable Debt without equally and rateably securing the Notes pursuant to
the covenant described under Section 10.6 or (ii) the net cash
proceeds received by the Corporation or any Subsidiary in connection with such
Sale/Leaseback Transaction are at least equal to the fair value (as determined
by the board of directors of the Corporation or, as the case may be, such
Subsidiary) of such property, and the Corporation or such Subsidiary shall
apply or cause to be applied, in the case of a sale or transfer for cash, an
amount equal to the net proceeds thereof and, in the case of a sale or transfer
otherwise than for cash, an amount equal to the fair market value of the
property so leased, to the retirement, within 180 days after the effective date
of such Sale/Leaseback Transaction, of the Notes subject to the provisions of Article Eleven
or Debt of the Corporation ranking on a parity with the Notes and owing to a
Person other than the Corporation or any Affiliate of the Corporation or to the
construction or improvement of real property or personal property used in the
ordinary course of business.  These
restrictions will not apply to (a) transactions providing for a lease for
a term, including any renewal thereof, of not more than three years; (b) transactions
between the Corporation and a Subsidiary or between Subsidiaries; and (c) transactions
between the Corporation and a joint venture, partnership or other association
or affiliation in which the Corporation has at least a 50% interest, directly
or indirectly, entered into for operational or strategic reasons and not for
financing reasons; provided, however, that the aggregate
Attributable Debt of all Sale/Leaseback Transactions incurred pursuant to this
clause (c) does not at any one time in the aggregate exceed 5% of
Consolidated Net Tangible Assets of the Corporation.


 


10.8                        Intentionally Deleted.


 


10.9                        Waiver of Certain Covenants.


 


The Corporation may omit in any particular
instance to comply with any term, provision or condition set forth in Section 8.1
or Sections 10.5 to 10.7, inclusive, if before the time for such compliance the
Holders by Extraordinary Resolution, waive such compliance in such instance
with such term, provision or condition, but no such waiver shall extend to or
affect such term, provision or condition except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of the
Corporation and the duties of the Trustee in respect of any such term,
provision or condition shall remain in full force and effect.


 


44














 


10.10                 Additional Amounts.


 


(a)                                  All payments made by or on
behalf of the Corporation under or with respect to the Notes will be made free
and clear of and without withholding or deduction for or on account of any
present or future tax, duty, levy, impost, assessment or other government
charge (including penalties, interest and other liabilities related thereto)
imposed or levied by or on behalf of the Government of Canada or of any
province or territory thereof or by any authority or agency therein or thereof
having power to tax (“Taxes”) unless the Corporation is required to withhold or
deduct Taxes by law or by the interpretation or administration thereof by the
relevant government authority or agency. 
If the Corporation is so required to withhold or deduct any amount for
or on account of Taxes from any payment made under or with respect to the
Notes, the Corporation will pay as additional interest such additional amounts
(“Additional Amounts”) as may be necessary so that the net amount received by
each holder of Notes after such withholding or deduction (including with
respect to Additional Amounts) will not be less than the amount the holder of
Notes would have received if such Taxes had not been withheld or deducted (a
similar indemnity will also be provided to holders of Notes that are exempt
from withholding but are required to pay tax directly on amounts otherwise
subject to withholding); provided, however, that no Additional Amounts will be
payable with respect to a payment made to a holder of Notes (an “Excluded
Holder”) in respect of the beneficial owner thereof (i) with which the
Corporation does not deal at arm’s length (for purposes of the Tax Act) at the
time of the making of such payment, (ii) which is subject to such Taxes by
reason of its failure to comply with any certification, identification,
information, documentation or other reporting requirement if compliance is
required by law, regulation, administrative practice or an applicable treaty as
a precondition to exemption from, or a reduction in the rate of deduction or
withholding of, such Taxes or (iii) which is subject to such Taxes by
reason of its carrying on business in or being connected in any way with Canada
or any province or territory thereof otherwise than by the mere holding of Notes
or the receipt of payment thereunder.


 


(b)                                 The Corporation will, subject
to the exceptions and limitations set forth below, pay as additional interest
on the Notes, such additional amounts (“Additional Amounts (U.S.)”) as are
necessary in order that the net payment by the Corporation or a paying agent of
the principal of and interest on the Notes to a Holder who is a non-United
States person (as defined below), after deduction for any present or future
tax, assessment or other governmental charge of the United States or a
political subdivision or taxing authority thereof or therein, imposed by
withholding with respect to the payment, will not be less than the amount
provided in the Notes to be then due and payable; provided, however, that the
foregoing obligation to pay Additional Amounts (U.S.) shall not apply:


 


(i)                                    to any tax, assessment or
other governmental charge that is imposed or withheld solely by reason of the
Holder, or a fiduciary, settlor, beneficiary, member or shareholder of the
Holder if the Holder is an estate, trust, partnership or corporation, or a
person holding a power over an estate or trust administered by a fiduciary
holder, being considered as:


 


(A)                              being or having been present
or engaged in a trade or business in the United States or having had a
permanent establishment in the United States;


 


(B)                                having a current or former
relationship with the United States, including a relationship as a citizen or
resident thereof;


 


45

















 


(C)                               being or having been a “10-percent
shareholder” of the Corporation as defined in section 871(h)(3) of the
United States Internal Revenue Code or any successor provision; or


 


(D)                              being a bank receiving
payments on an extension of credit made pursuant to a loan agreement entered
into in the ordinary course of its trade or business;


 


(ii)                                to any Holder that is not the
sole beneficial owner of the Note, or a portion thereof, or that is a fiduciary
or partnership, but only to the extent that a beneficiary or settlor with
respect to the fiduciary, a beneficial owner or member of the partnership would
not have been entitled to the payment of an Additional Amount (U.S.) had the
beneficiary, settlor, beneficial owner or member received directly its
beneficial or distributive share of the payment;


 


(iii)                             to any tax, assessment or
other governmental charge that is imposed or withheld solely by reason of the
failure of the holder or any other person to comply with certification,
identification or information reporting requirements requested by the
Corporation concerning the nationality, residence, identity or connection with
the United States of the Holder or beneficial owner of such Note, if compliance
is required by statute, by regulation of the United States Treasury department
or by an applicable income tax treaty to which the United States is a party as
a precondition to exemption from such tax, assessment or other governmental
charge;


 


(iv)                             to any tax, assessment or
other governmental charge that is imposed otherwise than by withholding by the
Corporation or a paying agent from the payment;


 


(v)                                to any tax, assessment or
other governmental charge that is imposed or withheld solely by reason of a
change in law, regulation, or judicial interpretation that becomes effective more
than 30 days after the payment becomes due or is duly provided for, whichever
occurs later;


 


(vi)                             to any estate, inheritance,
gift, sales, excise, transfer, wealth or personal property tax or similar tax,
assessment or other governmental charge; or


 


(vii)                          in the case of any combination
of items (i), (ii) (iii), (iv), (v) and (vi).


 


Except
as specifically provided herein, the Corporation shall not be required to make
any payment with respect to any tax, assessment or other governmental charge
imposed by any government or a political subdivision or taxing authority
thereof or therein.


 


The
term “United States” means the United States of America (including the States
and the District of Columbia) and its territories, its possessions and other
areas subject to its jurisdiction, “United States person” means any individual
who is a citizen or resident of the United States, a corporation, partnership
or other entity created or organized in or under the laws of the United States,
any state thereof or the District of Columbia (other than a partnership that is
not treated as a United States person under any applicable Treasury
regulations), any estate the income of which is subject to United States
federal income taxation regardless of its source, or any trust, if a court
within the United States is able to exercise primary supervision over the
administration of the trust and one or more United States persons have the
authority to control all substantial decisions of the trust.  Notwithstanding the preceding sentence, to
the extent provided in the Treasury 


 


46

















 


regulations,
certain trusts in existence on August 20, 1996, and treated as United
States persons prior to such date that elect to continue to be treated as United
States persons, will also be United States persons.  “Non-United States person” means a person who
is not a United States person.


 


(c)                                  The Corporation will make such
withholding or deduction and remit the full amount deducted or withheld to the
relevant authority as and when required in accordance with applicable law.  The Corporation will pay all taxes, interest
and other liabilities which arise by virtue of any failure of the Corporation
to withhold, deduct and remit to the relevant authority on a timely basis the
full amounts required in accordance with applicable law.  The Corporation will furnish to the holder of
the Notes, within 30 days after the date the payment of any Taxes is due
pursuant to applicable law, certified copies of tax receipts evidencing such
payment by the Corporation.


 


(d)                                 The Corporation will indemnify
and hold harmless each Holder (other than all Excluded Holders and any Holders
to which the obligation to pay Additional Amounts (U.S.) shall not apply) for
the amount of (1) any Taxes required to be but not withheld or deducted by
the Corporation and levied or imposed and paid by such Holder as a result of
payments made under or with respect to the Notes, (2) any liability
(including penalties, interest and expenses) arising therefrom or with respect
thereto, and (3) any Taxes imposed with respect to any reimbursement under
clauses (1) or (2) of this paragraph (d) of this Section 10.10.


 


(e)                                  At least 30 days prior to each
date on which any payment under or with respect to the Notes is due and
payable, if the Corporation is aware that it will be obligated to pay
Additional Amounts or Additional Amounts (U.S.) with respect to such payment,
the Corporation will deliver to the Trustee an Officers’ Certificate stating
the fact that such Additional Amounts or Additional Amounts (U.S.) will be
payable, the amounts so payable and setting forth such other information
necessary to enable the Trustee to pay such Additional Amounts or Additional
Amounts (U.S.) to eligible Holders on the payment date. Whenever in this
Indenture there is mentioned, in any context, the payment of principal (and
premium, if any), interest or any other amount payable under or with respect to
any Note, such mention shall be deemed to include mention of the payment of Additional
Amounts or Additional Amounts (U.S.) provided for in this Section 10.10 to
the extent that, in such context, Additional Amounts or Additional Amounts
(U.S.) are, were or would be payable in respect thereof.


 


(f)                                    The obligations in this Section 10.10
shall survive any termination, defeasance or discharge of this Indenture.


 


ARTICLE 11

REDEMPTION OF NOTES


 


11.1                        Right of Redemption.


 


(a)                                  The Notes may be redeemed, at
the option of the Corporation, at any time as a whole or from time to time in
part, at a Redemption Price equal to the greater of:


 


(i)                                     100% of the principal amount
of the Notes, or


 


(ii)                                  the Canada Yield Price,


 


plus,
in each case, accrued interest thereon to the date of redemption.


 


47

















 


(b)                                 The Notes also may be
redeemed, at the option of the Corporation, in whole but not in part, at any
time following the occurrence of a Redemption Tax Event (as defined below), on
not less than 30 days’ and not more than 60 days’ prior written notice, on a redemption
date falling on or after the 91st day following
the occurrence and during the continuance of a Redemption Tax Event if, within
the 90-day period following such Redemption Tax Event, the Corporation is
unable to avoid the adverse effect of such Redemption Tax Event by taking some
ministerial action, such as filing a form or making an election, or pursuing
some other reasonable measure in each case which has no adverse effect on the
Corporation or the holders of the Notes (such action or other measure being
referred to herein, collectively, as a “Ministerial Action”).  The Redemption Price for the Notes in such
circumstance shall be 100% of the principal amount thereof plus accrued and
unpaid interest to, but excluding, the date of redemption.


 


(c)                                  A “Redemption Tax Event” means
that the Corporation shall have delivered to the Trustee an opinion of a
nationally recognized independent Canadian tax counsel to the effect that a
relevant tax law change has occurred.  A “relevant
tax law change” is (i) any amendment to or change (including any announced
prospective change) in the laws (or any regulations thereunder) of Canada or
any political subdivision or taxing authority thereof or therein, as
applicable, or (ii) any amendment to or change in an interpretation or
application of such laws or regulations by any legislative body, court,
governmental agency or regulatory authority including, for greater certainty,
an assessment or reassessment of the Corporation by the Canada Customs and
Revenue Agency or any federal or provincial taxation authority (and also
including the enactment of any legislation and the publication of any judicial
decision or regulatory determination), in either case, which amendment or
change occurs after the date of the Indenture and as a result of which
(assuming that such amendment or change is enacted or is applied to the
Corporation) there is more than an insubstantial risk that the Corporation
could be denied the deduction of interest paid or payable in respect of the
Notes in computing its income for the purposes of the Income Tax
Act (Canada) (the “Tax Act”) or a provincial or territorial income
tax statute in Canada.


 


11.2                        Applicability of Article.


 


Redemption of Notes at the option of the
Corporation or otherwise, as permitted or required by any provision of this
Indenture, shall be made in accordance with such provision and this Article.


 


11.3                        Election to Redeem; Notice to
Trustee.


 


The exercise by the Corporation of an
option to redeem any Notes pursuant to Section 11.1 shall be evidenced by
a Board Resolution.  In case of any
redemption at the option of the Corporation, the Corporation shall, at least 60
days prior to the Redemption Date fixed by the Corporation (unless a shorter
notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date and of the principal amount of Notes to be redeemed and shall
deliver to the Trustee such documentation and records as shall enable the
Trustee to select the Notes to be redeemed pursuant to Section 11.4.  In the event that the Corporation elects to
redeem the Notes pursuant to clause (b) of Section 11.1, the
Corporation shall deliver to the Trustee an Officer’s Certificate stating that
the Corporation is authorized to redeem the Notes pursuant to their terms.


 


11.4                        Selection by Trustee of Notes
to Be Redeemed.


 


(a)                                  If less than all the Notes are
to be redeemed, the particular Notes to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee, from the Outstanding
Notes not previously called for redemption, by lot; provided, however, 


 


48

















 


that no such partial redemption shall reduce the
portion of the principal amount of a Note not redeemed to less than $1,000.


 


(b)                                 The Trustee shall promptly
notify the Corporation in writing of the Notes selected for redemption and, in
the case of any Notes selected for partial redemption, the principal amount
thereof to be redeemed.


 


(c)                                  For all purposes of this
Indenture, unless the context otherwise requires, all provisions relating to
redemption of Notes shall relate, in the case of any Note redeemed or to be
redeemed only in part, to the portion of the principal amount of such Note
which has been or is to be redeemed.


 


11.5                        Notice of Redemption.


 


(a)                                  Notice of redemption shall be
given in the manner provided for in Section 1.6 at least 15 (or in the
case of a redemption pursuant to clause (b) of Section 11.1, 30)
but not more than 60 days prior to the Redemption Date, to each Holder of Notes
to be redeemed.


 


(b)                                 All notices of redemption
shall state:


 


(i)                                   the Redemption Date,


 


(ii)                                the Redemption Price and the
amount of accrued interest to the Redemption Date payable as provided in Section 11.7,
if any,


 


(iii)                             if less than all Outstanding
Notes are to be redeemed, the identification (and, in the case of a partial
redemption, the principal amounts) of the particular Notes to be redeemed,


 


(iv)                              in case any Note is to be
redeemed in part only, the notice which relates to such Note shall state that
on and after the Redemption Date, upon surrender of such Note, the holder will
receive, without charge, a new Note or Notes of authorized denominations for
the principal amount thereof remaining unredeemed,


 


(v)                                 that on the Redemption Date,
the Redemption Price (and accrued interest, if any, to the Redemption Date
payable as provided in Section 11.7) will become due and payable upon each
such Note, or the portion thereof, to be redeemed, and that interest thereon
will cease to accrue on and after said date, and


 


(vi)                              the place or places where such
Notes are to be surrendered for payment of the Redemption Price and accrued
interest, if any.


 


(c)                                  Notice of redemption of Notes
to be redeemed at the option of the Corporation shall be given by the
Corporation or, at the Corporation’s request, by the Trustee in the name and at
the expense of the Corporation, provided the Trustee is given five Business
Days notice.


 


11.6                        Deposit of Redemption Price.


 


Prior to any Redemption Date, the
Corporation shall deposit with the Trustee or with a Paying Agent (or, if the
Corporation is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 10.3) an amount of money sufficient to pay the
Redemption Price of, and accrued interest on, all the Notes which are to be
redeemed on that date.


 


49

















 


11.7                        Notes Payable on Redemption
Date.


 


(a)                                  Notice of redemption having
been given as aforesaid, the Notes so to be redeemed shall, on the Redemption
Date, become due and payable at the Redemption Price therein specified
(together with accrued interest, if any, to the Redemption Date), and from and
after such date (unless the Corporation shall default in the payment of the
Redemption Price and accrued interest) such Notes shall cease to bear
interest.  Upon surrender of any such
Note for redemption in accordance with said notice, such Note shall be paid by
the Corporation at the Redemption Price, together with accrued interest, if
any, to the Redemption Date; provided, however, that instalments of interest
whose Stated Maturity is on or prior to the Redemption Date shall be payable
(but without interest thereon, unless the Corporation shall default in the
payment thereof) to the Holders of such Notes, or one or more Predecessor
Notes, registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 3.8.


 


(b)                                 If any Note called for
redemption shall not be so paid upon surrender thereof for redemption, the
principal (and premium, if any,) shall, until paid, bear interest from the
Redemption Date at the rate borne by the Notes.


 


11.8                        Notes Redeemed in Part.


 


Any Note which is to be redeemed only in
part shall be surrendered at the office or agency of the Corporation maintained
for such purpose pursuant to Section 10.2 (with, if the Corporation or the
Trustee so requires, due endorsement by, or a written instrument of transfer in
form satisfactory to the Corporation and the Trustee duly executed by, the
Holder thereof or such Holder’s attorney duly authorized in writing), and the
Corporation shall execute, and the Trustee shall authenticate and deliver to
the Holder of such Note without service charge, a new Note or Notes, of any
authorized denomination as requested by such Holder, in aggregate principal
amount equal to the unredeemed portion of the principal of the Note so
surrendered.


 


ARTICLE 12

DEFEASANCE AND COVENANT DEFEASANCE


 


12.1                        Corporation’s Option to Effect
Defeasance or Covenant Defeasance.


 


The Corporation may, at its option by Board
Resolution, at any time, with respect to the Notes, elect to have either Section 12.2
or Section 12.3 be applied to all Outstanding Notes upon compliance with
the conditions set forth below in this Article 12.


 


12.2                        Defeasance and Discharge.


 


Upon the Corporation’s exercise under Section 12.1
of the option applicable to this Section 12.2, the Corporation shall be
discharged from its obligations with respect to all Outstanding Notes on the
date the conditions set forth in Section 12.4 are satisfied (hereinafter, “defeasance”).  For this purpose, such defeasance means that
the Corporation shall be deemed to have paid and discharged the entire
indebtedness represented by the Outstanding Notes, which shall thereafter be
deemed to be “Outstanding” only for the purposes of Section 12.5 and the
other Sections of this Indenture referred to in (A) and (B) below,
and to have satisfied all its other obligations under such Notes and this
Indenture insofar as such Notes are concerned (and the Trustee, at the expense
of the Corporation, shall execute proper instruments acknowledging the same),
except for the following which shall survive until otherwise terminated or
discharged hereunder:  (A) the
rights of Holders of Outstanding Notes to receive, solely from and to the
extent of the assets in the trust fund described in Section 12.4 and as
more fully set forth in such Section, payments in respect of the principal of
(and premium, if any, on) and interest on 


 


50

















 


such Notes when such payments are due, (B) the
Corporation’s obligations with respect to such Notes under Sections 3.6, 3.7,
10.2 and 10.3, (C) the rights, powers, trusts, duties and immunities of
the Trustee hereunder (including rights, powers, trusts, duties and immunities
of the Trustee which impose an obligation on the Corporation) and (D) this
Article 12.  Subject to compliance
with this Article 12, the Corporation may exercise its option under this Section 12.2
notwithstanding the prior exercise of its option under Section 12.3 with
respect to the Notes.


 


12.3                        Covenant Defeasance.


 


Upon the Corporation’s exercise under Section 12.1
of the option applicable to this Section 12.3, the Corporation shall be
released from its obligations under Sections 8.1 and 10.5 through 10.7,
inclusive, with respect to the Outstanding Notes on and after the date the
conditions set forth below are satisfied (hereinafter, “covenant defeasance”),
and the Notes shall thereafter be deemed to be not “Outstanding” for the
purposes of any direction, waiver, consent or declaration or  Act of Holders (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed “Outstanding”
for all other purposes hereunder.  For
this purpose, such covenant defeasance means that, with respect to the
Outstanding Notes, the Corporation may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event of Default under Section 5.1(c),
but, except as specified above, the remainder of this Indenture and such Notes
shall be unaffected thereby.


 


12.4                        Conditions to Defeasance or
Covenant Defeasance.


 


The following shall be the conditions to
application of either Section 12.2 or Section 12.3 to the Outstanding
Notes:


 


(a)                                  The Corporation shall
irrevocably have deposited or caused to be deposited with the Trustee (or
another trustee satisfying the requirements of Section 6.7 who shall agree
to comply with the provisions of this Article 12 applicable to it) as
trust funds in trust for the purpose of making the following payments,
specifically pledged as security for, and dedicated solely to, the benefit of
the Holders of such Notes, (A) money in an amount, or (B) Canadian
Government Obligations which through the scheduled payment of principal and
interest in respect thereof in accordance with their terms will provide, not
later than one day before the due date of any payment of principal (including
any premium) and interest, if any, under such Notes, money in an amount, or (C) a
combination thereof, sufficient, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, and which shall be applied by
the Trustee (or other qualifying trustee) to pay and discharge, (i) the
principal of (and premium, if any, on) and interest on the Outstanding Notes on
the Stated Maturity (or Redemption Date, if applicable) of such principal (and
premium, if any, on) or installment of interest applicable to the Outstanding
Notes on the day on which such payments are due and payable in accordance with
the terms of this Indenture and of such Notes and (ii) all amounts due the
Trustee under Section 6.6; provided that the Trustee shall have been
irrevocably instructed to apply such money or the proceeds of such Canadian
Government Obligations to said payments with respect to the Notes.  Before such a deposit, the Corporation may
give to the Trustee, in accordance with Section 11.3 hereof, a notice of
its election to redeem all of the Outstanding Notes at a future date in
accordance with Article 11 hereof, which notice shall be irrevocable.  Such irrevocable redemption notice, if given,
shall be given effect in applying the foregoing.  For this purpose, “Canadian Government
Obligations” means securities that are (x) direct obligations of the 


 


51

















 


Government of Canada or (y) obligations of a
Person controlled or supervised by and acting as an agency or instrumentality
of Canada the timely payment of which is unconditionally guaranteed by the
Government of Canada, which, in either case, are not callable or redeemable at
the option of the issuer thereof, and shall also include a depository receipt
issued by a bank (as defined in the Bank Act (Canada)), as custodian with
respect to any such Canadian Government Obligation or a specific payment of
principal of or interest on any such Canadian Government Obligation held by
such custodian for the account of the holder of such depository receipt,
provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of the Canadian
Government Obligation or the specific payment of principal of or interest on
the Canadian Government Obligation evidenced by such depository receipt.


 


(b)                                 No Default or Event of Default
with respect to the Notes shall have occurred and be continuing on the date of
such deposit or, insofar as paragraphs (e) and (f) of Section 5.1
hereof are concerned, at any time during the period ending on the 91st day
after the date of such deposit (it being understood that this condition shall
not be deemed satisfied until the expiration of such period).


 


(c)                                  Such defeasance or covenant
defeasance shall not result in a breach or violation of, or constitute a
default under, this Indenture or any other material agreement or instrument to
which the Corporation is a party or by which it is bound.


 


(d)                                 In the case of an election
under Section 12.2, the Corporation shall have delivered to the Trustee an
Opinion of Counsel (who for this purpose shall be a nationally recognized
independent U.S. tax counsel and may not be counsel for the Corporation)
stating that (x) the Corporation has received from, or there has been
published by, the Internal Revenue Service a ruling or (y) since the date
hereof, there has been a change in the applicable United States federal income
tax law, in either case to the effect that, and based thereon such opinion
shall confirm that, the Holders of the Outstanding Notes will not recognize
income, gain or loss for United States federal income tax purposes as a result
of such defeasance and will be subject to United States federal income tax on
the same amounts, in the same manner and at the same times as would have been
the case if such defeasance had not occurred.


 


(e)                                  In the case of an election under
Section 12.3, the Corporation shall have delivered to the Trustee an
Opinion of Counsel (who for this purpose shall be a nationally recognized
independent U.S. tax counsel and may not be counsel for the Corporation) to the
effect that the Holders of the Outstanding Notes will not recognize income,
gain or loss for United States federal income tax purposes as a result of such
covenant defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case
if such covenant defeasance had not occurred.


 


(f)                                    The Corporation shall have
delivered to the Trustee an Opinion of Counsel (who for this purpose shall be a
nationally recognized independent Canadian tax counsel and may not be counsel
for the Corporation) in Canada or a ruling from Canada Customs and Revenue
Agency to the effect that the Holders of the Outstanding Notes will not
recognize income, gain or loss for Canadian federal or provincial income or
other tax purposes as a result of such defeasance and will be subject to
Canadian federal or provincial income and other tax on the same amounts, in the
same manner and at the same times as would have been the case had such
defeasance not occurred (and for the purposes of such opinion, 


 


52

















 


such Canadian counsel shall assume that Holders of the
Outstanding Notes include Holders who are not resident in Canada).


 


(g)                                 The Corporation is not, and
shall have delivered to the Trustee an Officer’s Certificate stating that it is
not, an “insolvent person” within the meaning of the Bankruptcy
and Insolvency  Act (Canada).


 


(h)                                 The Corporation shall have
delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel,
each stating that all conditions precedent provided for relating to either the
defeasance under Section 12.2 or the covenant defeasance under Section 12.3
(as the case may be) have been complied with.


 


12.5                        Deposited Money and Canadian
Government Obligations to Be Held in Trust; Other Miscellaneous Provisions.


 


(a)                                 Subject to the provisions of Section 10.3(e),
all money and Canadian Government Obligations (including the proceeds thereof)
deposited with the Trustee (or other qualifying trustee, collectively for
purposes of this Section 12.5, the “Trustee”) pursuant to Section 12.4
in respect of the Outstanding Notes shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Notes and this Indenture, to
the payment, either directly or through any Paying Agent (including the
Corporation acting as its own Paying Agent) as the Trustee may determine, to
the Holders of such Notes of all sums due and to become due thereon in respect
of principal (and premium, if any) and interest, but such money need not be
segregated from other funds except to the extent required by law.


 


(b)                                The Corporation shall pay and
indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the Canadian Government Obligations deposited pursuant to Section 12.4
or the principal and interest received in respect thereof other than any such
tax, fee or other charge which by law is for the account of the Holders of the
Outstanding Notes.


 


(c)                                  Anything in this Article 12
to the contrary notwithstanding, the Trustee shall deliver or pay to the
Corporation from time to time upon Corporation Request any money or Canadian
Government Obligations (or other property and any proceeds therefrom) held by
it as provided in Section 12.4 which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, are in excess of the amount
thereof which would then be required to be deposited to effect an equivalent
defeasance or covenant defeasance, as applicable, in accordance with this
Article.


 


12.6                        Reinstatement.


 


If the Trustee or any Paying Agent is
unable to apply any money in accordance with Section 12.5 by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the Corporation’s obligations
under this Indenture and the Notes shall be revived and reinstated as though no
deposit had occurred pursuant to Section 12.2 or 12.3, as the case may be,
until such time as the Trustee or Paying Agent is permitted to apply all such
money in accordance with Section 12.5; provided, however, that if the
Corporation makes any payment of principal of (or premium, if any, on) or
interest on any Note following the reinstatement of its obligations, the
Corporation shall be subrogated to the rights of the Holders of such Notes to
receive such payment from the money held by the Trustee or Paying Agent.


 


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ARTICLE 13

MEETINGS OF NOTEHOLDERS


 


13.1        Right to Convene Meeting.


 


The Trustee may at any time and from time
to time and shall, on receipt of a Corporation Request or a Noteholders’
Request, upon receiving sufficient funds, and upon being indemnified to its
reasonable satisfaction by the Corporation or by the Noteholders signing such
Noteholders’ Request against the costs which may be incurred in connection with
the calling and holding of such meeting, convene a meeting of the
Noteholders.  In the event of the Trustee
failing, within 30 days after receipt of such request, funds and indemnity, to
give notice convening such meeting, the Corporation or such Noteholders, as the
case may be, may convene such meeting. 
Every such meeting shall be held in the City of Calgary, Alberta, or at
such other place as may be approved or determined by the Trustee.  The accidental omission to give notice of a
meeting to any Noteholder shall not invalidate any resolution passed at any such
meeting.


 


13.2        Notice.


 


At least 21 days notice of any meeting
shall be given to the Noteholders in the manner provided in Section 1.6
and a copy thereof shall be sent by post or personal delivery to the Trustee
unless the meeting has been convened by it and to the Corporation unless the meeting
has been convened by it.  Such notice
shall state the time when and the place where the meeting is to be held and
shall state briefly the general nature of the business to be transacted thereat
and it shall not be necessary for any such notice to set out the terms of any
resolution to be proposed or any of the provisions of this Article 13.


 


13.3        Chairman.


 


Some individual, who need not be a
Noteholder, nominated in writing by the Trustee shall be chairman of the
meeting of Noteholders and if no individual is so nominated, or if the
individual so nominated is not present within 15 minutes from the time fixed
for the holding of the meeting or is unwilling or unable to act, then the
Noteholders present in person or by proxy shall choose some individual present
to be chairman.


 


13.4        Quorum.


 


Subject to the provisions of Section 13.13:


 


(a)           at any meeting of the Noteholders, a quorum
shall consist of Noteholders present in person or by proxy and representing at
least 25% in principal amount of the Outstanding Notes;


 


(b)           if a quorum of the Noteholders shall not be
present within 30 minutes from the time fixed for holding any meeting, then the
meeting, if convened by the Noteholders or on a Noteholders’ Request, shall be
dissolved, but if otherwise convened, the meeting shall stand adjourned without
notice to the same day in the next week (unless such day is not a Business Day
in which case it shall stand adjourned to the next following Business Day
thereafter) at the same time and place, unless the chairman of such meeting
shall appoint some other place, day and/or time of which not less than seven
days notice shall be given in the manner provided in Section 1.6; and


 


(c)           at the adjourned meeting, the Noteholders
present in Person or by proxy shall form a quorum and may transact the business
for which the meeting was originally convened 


 


54

















 


notwithstanding that they may not represent 25% in
principal amount of the Outstanding Notes.


 


13.5        Power to Adjourn.


 


The chairman of any meeting at which a
quorum of the Noteholders is present may, with the consent of the Holders of a
majority in principal amount of the Notes represented thereat, adjourn any such
meeting and no notice of such adjournment need be given except such notice, if
any, as the meeting may prescribe.


 


13.6        Show of Hands.


 


Every question submitted to a meeting of
Noteholders shall, subject to the provisions of section 13.7, be decided in the
first place by a majority of the votes given on a show of hands except that
votes on Extraordinary Resolutions shall be given in the manner hereinafter
provided.  At any such meeting, unless a
poll is demanded as herein provided, a declaration by the chairman that a
resolution has been carried or carried unanimously or by a particular majority
or lost or not carried by a particular majority shall be conclusive evidence of
the fact.  The chairman of any meeting
shall be entitled, both on a show of hands and on a poll, to vote in respect of
the Notes, if any, held by him.


 


13.7        Poll.


 


On every Extraordinary Resolution, and on
any other question submitted to a meeting when demanded by the chairman, or by
any Noteholder or proxies for Noteholders holding not less than $100,000 in
aggregate principal amount of Notes, after a vote by show of hands, a poll
shall be taken in such manner as the chairman shall direct.  Questions other than Extraordinary
Resolutions shall if a poll be taken, be decided by the votes of the Holders of
more than 50% in principal amount of the Outstanding Notes represented at the
meeting and voted on the poll.


 


13.8        Voting.


 


On a show of hands, every Person who is
present and entitled to vote, whether as a Noteholder or as proxy for one or
more absent Noteholders or both, shall have one vote.  On a poll, each Noteholder present in person
or represented by a proxy duly appointed by instrument in writing shall be
entitled to one vote in respect of each $1,000 principal amount of Outstanding
Notes of which he shall then be the Holder. 
A proxy need not be a Noteholder. 
In the case of joint registered Noteholders, any one of them present in
person or by proxy at the meeting may vote in the absence of the other or
others; provided, however, that in case more than one of them be present in
person or by proxy they shall vote as one in respect of the Notes of which they
are joint registered Holders.


 


13.9        Regulations.


 


The Trustee, or the Corporation with the
approval of the Trustee, may from time to time make and from time to time vary
such regulations as it shall from time to time think fit:


 


(a)           for the issue of voting certificates to
any:


 


(i)            bank, trust company or other depository
approved by the Trustee certifying that specified unregistered Notes have been
deposited with it by a named Holder and shall remain on deposit until after the
meeting, or


 


55

















 


(ii)           bank, trust company, insurance company,
governmental department or agency approved by the Trustee certifying that it is
the Holder of specified unregistered Notes and shall continue to hold the same
until after the meeting,


 


which voting
certificates shall entitle the Holders named therein to be present and vote at
any such meeting and at any adjournment thereof or to appoint a proxy or
proxies to represent them and vote for them at any such meeting and at any
adjournment thereof, in the same manner and with the same effect as though the
Holders so named in such voting certificates were the actual bearers of the
Notes specified therein;


 


(b)           for the deposit of any voting certificates
and instruments appointing proxies at such place as the Trustee, the
Corporation or the Noteholders convening the meeting, as the case may be, may
in the notice convening the meeting direct;


 


(c)           for the deposit of any voting certificates
and instruments appointing proxies at some approved place or places other than
the place at which the meeting is to be held and enabling particulars of such
voting certificates and instruments appointing proxies to be mailed or
otherwise transmitted before the meeting to the Corporation or to the Trustee
at the place where the same is to be held and for the voting of proxies so
deposited as though the instruments themselves were produced at the meeting;
and


 


(d)           with respect to proof of the holding of
Notes and of the appointment of proxies, the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates
and other evidence of the right to vote and such other matters concerning the
conduct of the meeting as it shall think fit.


 


Any regulations so made shall be binding
and effective and the votes given in accordance therewith shall be valid and
shall be counted.  Save as such
regulations may provide, the only Persons who shall be recognized at any
meeting as the Holders of any Notes, or as entitled to vote or be present at
the meeting in respect thereof, shall be Persons who produce unregistered Notes
at the meeting not otherwise covered by a voting certificate and the Holders of
registered Notes and Persons whom Holders of registered Notes have by
instrument in writing duly appointed as their proxies.


 


13.10      Corporation and Trustee may be Represented.


 


The Corporation and the Trustee, by their
respective employees, officers, directors and the legal advisers of any of
them, may attend any meeting of the Noteholders but shall have no vote as such.


 


13.11      Powers Exercisable by Extraordinary
Resolution.


 


Subject to the limitations and restrictions
set forth in Section 9.2(a)(i) to (iv), inclusive, and any provision
hereof requiring the consent of each of the Holders of applicable Notes, in
addition to all other powers conferred upon them by any other provisions of
this Indenture or by law, a meeting of the Noteholders shall have the following
powers exercisable from time to time by Extraordinary Resolution:


 


(a)                                  power to sanction any scheme
for the consolidation, amalgamation or merger of the Corporation with any other
corporation, or for the sale of all or substantially all of the assets of the
Corporation; provided, however, that no such sanction shall be necessary for a
consolidation, amalgamation, merger or sale carried out in compliance with the
provisions of Article 8;


 


(b)                                 power to require the Trustee
to exercise or refrain from exercising any of the powers conferred upon it by
this Indenture or to waive any default on the part of the Corporation 


 


56

















 


(except as provided in Section 5.12), either
unconditionally or, upon such terms as may be decided upon and to annul and to
direct the Trustee to annul, any declaration or demand made pursuant to the
provisions of Section 5.2 in respect of such default;


 


(c)                                  power to remove the Trustee
from office and to appoint a new trustee or trustees;


 


(d)                                 power to sanction any change
whatsoever of any provision of the Notes or of this Indenture agreed to by the
Corporation and any modification, alteration, abrogation, compromise or
arrangement of or in respect of the rights of the Noteholders against the
Corporation or against its property, whether such rights shall arise under the
provisions of this Indenture, the Notes or coupons or otherwise;


 


(e)                                  power to sanction the exchange
of the Notes or coupons for or the conversion thereof into shares, bonds,
debentures or other securities of the Corporation or of any corporation formed
or to be formed;


 


(f)                                    power to assent to any
compromise or arrangement by the Corporation with any creditor, creditors or
class or classes of creditors or with the holders of any shares or securities of
the Corporation;


 


(g)                                 subject to Section 5.12,
power to restrain any Holder of any Note outstanding hereunder from taking or
instituting any action, suit or proceeding for the execution of any trust or
power hereunder or for the appointment of a custodian, sequestrator,
liquidator, receiver manager or receiver or trustee in bankruptcy or to have
the Corporation wound up or for any other remedy hereunder and to direct such
Holder of any Note to waive any default or defaults by the Corporation on which
any action, suit or proceeding is founded;


 


(h)                                 subject to Section 5.12,
power to direct any Noteholder bringing any action, suit or proceeding and the
Trustee to waive the default in respect of which such action, suit or other
proceeding shall have been brought and to stay or discontinue any such action,
suit or proceeding upon payment to each such Noteholder of such Noteholder’s
costs, provided that the action, suit or proceeding was authorized pursuant to
the provisions of Section 5.7;


 


(i)                                     power to require the Trustee
to make a declaration under the provisions of Section 5.2 and/or to
proceed to enforce any remedy available hereunder, but subject always to
compliance with the provisions of Section 5.12;


 


(j)                                     power to amend, alter or
repeal any Extraordinary Resolution previously passed or sanctioned by the
Noteholders; and


 


(k)                                  power to assent to any
modification of or change in or addition to or omission from the provisions
contained in this Indenture which shall be agreed to by the Corporation and to
authorize the Trustee to concur in and execute any indenture supplemental to
this Trust Indenture embodying any such modification, change, addition or
omission or any deeds, documents or writings authorized by such resolution.


 


13.12      Powers Cumulative.


 


It is hereby declared and agreed that any
one or more of the powers and any combination of the powers in this Indenture
stated to be exercisable by the Noteholders by Extraordinary Resolution or
otherwise may be exercised from time to time and the exercise of any one or
more of such powers or any combination of powers from time to time shall not be
deemed to exhaust the right of the Noteholders to 


 


57

















 


exercise such power or powers or
combination of powers then, or any power or powers or combination of powers
thereafter, from time to time.


 


13.13      Meaning of “Extraordinary Resolution”.


 


(a)                                  The expression “Extraordinary Resolution” when used in this Trust Indenture
means, subject as hereinafter provided in this Section 13.13 and in Section 13.15,
a resolution proposed to be passed as an Extraordinary Resolution at a meeting
of Noteholders duly convened for the purpose and held in accordance with the
provisions of this Article 13 at which the Holders of more than 25% in principal
amount of the Notes then outstanding are present in person or by proxy and
passed by the favourable votes of the Holders of not less than 662/3 percent of the
principal amount of Outstanding Notes represented at the meeting and voted on a
poll upon such resolution.


 


(b)                                 If at any such meeting the
Holders of more than 25% in principal amount of the Outstanding Notes are not
present in person or by proxy within 30 minutes after the time appointed for
the meeting, then the meeting, if convened by Noteholders or on a Noteholders’
Request, shall be dissolved, but if otherwise convened, the meeting shall stand
adjourned to such day, being not less than 21 nor more than 60 days later, and
to such place and time as may be appointed by the chairman of the meeting.  Not less than 10 days notice shall be given
of the time and place of such adjourned meeting in the manner provided in Section 1.6.  Such notice shall state that, at the
adjourned meeting, the Noteholders present in person or by proxy shall form a quorum
but it shall not be necessary to set forth the purposes for which the meeting
was originally called or any other particulars. 
At the adjourned meeting the Noteholders present in person or by proxy
shall form a quorum and may transact the business for which the meeting was
originally convened and a resolution proposed at such adjourned meeting and
passed by the requisite vote as provided in Section 13.13(a) shall be
an Extraordinary Resolution within the meeting of this Indenture,
notwithstanding that the Holders of more than 25% in principal amount of the
Outstanding Notes are not present in person or by proxy at such adjourned
meeting.


 


(c)                                  Votes on an Extraordinary
Resolution shall always be given on a poll and no demand for a poll on an
Extraordinary Resolution shall be necessary.


 


13.14      Minutes.


 


Minutes of all resolutions and proceedings
at every such meeting as aforesaid shall be made and duly entered in books to
be from time to time provided for that purpose by the Trustee at the expense of
the Corporation and, any such minutes as aforesaid, if signed by the chairman
of the meeting at which such resolutions were passed or proceedings had, or by
the chairman of the next succeeding meeting of the Noteholders, shall be prima
facie evidence of the matters therein stated and, until the contrary is proved,
every such meeting, in respect of the proceedings of which minutes shall have
been made, shall be deemed to have been duly held and convened, and all
resolutions passed thereat or proceedings taken, to have been duly passed and
taken.


 


13.15      Instruments in Writing.


 


All actions that may be taken and all
powers that may be exercised by the Noteholders at a meeting held as
hereinbefore set forth in this Article 13 may also be taken and exercised
by an Act of the Holders of not less than a majority in principal amount of all
the Outstanding Notes, or with respect to an Extraordinary Resolution by an Act
of the Holders of not less than 662/3 percent of the
principal amount of Outstanding Notes, by an instrument in writing signed in
one or more counterparts and the expression 


 


58

















 


“Extraordinary Resolution”
when used in this Trust Indenture shall include an instrument so signed.  Proof of the execution of an instrument in
writing by any Noteholder may be made by the certificate of any notary public,
or other officer with similar powers, that the Person signing such instrument
acknowledged to him the execution thereof, or by an affidavit of a witness to
such execution or in any other manner which the Trustee may consider
adequate.  Any instrument in writing
signed as herein provided shall bind all future Holders of the same Note or any
Note or Notes issued in exchange therefor in respect of anything done or suffered
by the Corporation or the Trustee in pursuance thereof.


 


13.16      Binding Effect of Resolutions.


 


Every resolution and every Extraordinary
Resolution passed in accordance with the provisions of this Article 13 at
a meeting of Noteholders shall be binding upon all the Noteholders, whether
present at or absent from such meeting, and every instrument in writing signed
by Noteholders in accordance with the provisions of Section 13.15 shall be
binding upon all the Noteholders, whether signatories thereto or not, and each
and every Noteholder and the Trustee (subject to the provisions for its
indemnity herein contained) shall be bound to give effect accordingly to every
such resolution, Extraordinary Resolution and instrument in writing.


 






 


This Indenture may be signed in any number
of counterparts each of which so executed shall be deemed to be an original,
but all such counterparts shall together constitute but one and the same
Indenture.


 


59

















 


IN WITNESS WHEREOF, the parties hereto have
caused this Indenture to be executed, and their respective corporate seals to
be hereunto affixed and attested, all as of the day and year first above
written.


 


	
   

  	
  NOVA
  CHEMICALS CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jack S.
  Mustoe

  
	
   

  	
  Name:

  	
  Jack S.
  Mustoe

  
	
   

  	
  Title:

  	
  Senior Vice
  President, Legal and General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John
  Sereda

  
	
   

  	
  Name:

  	
  John Sereda

  
	
   

  	
  Title:

  	
  Vice
  President Finance and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CIBC
  MELLON TRUST COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  [illegible]

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
  Authorized
  Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  [illegible]

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
  Authorized
  Signatory

  



 


60














 


TRUST INDENTURE


 


BETWEEN


 


NOVA CHEMICALS CORPORATION


 


AND


 


CIBC MELLON TRUST COMPANY


 






 


Dated
as of August 28, 2000


 






 


$250,000,000


 


7.85%
Senior Notes


 


due August 30,
2010


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

  	
  1

  
	
  1.1

  	
  Definitions

  	
  1

  
	
  1.2

  	
  Compliance
  Certificates and Opinions

  	
  7

  
	
  1.3

  	
  Form of
  Documents Delivered to Trustee

  	
  8

  
	
  1.4

  	
  Acts of
  Holders

  	
  8

  
	
  1.5

  	
  Notices,
  etc., to Trustee and Corporation

  	
  9

  
	
  1.6

  	
  Notice to
  Holders; Waiver

  	
  10

  
	
  1.7

  	
  Effect of
  Headings and Table of Contents

  	
  10

  
	
  1.8

  	
  Successors
  and Assigns

  	
  10

  
	
  1.9

  	
  Separability
  Clause

  	
  10

  
	
  1.10

  	
  Benefits of
  Indenture

  	
  10

  
	
  1.11

  	
  Governing
  Law

  	
  10

  
	
  1.12

  	
  Legal
  Holidays

  	
  11

  
	
  1.13

  	
  Conflict
  with Trust Indenture Legislation

  	
  11

  
	
  1.14

  	
  Conversion
  of Currency

  	
  11

  
	
  1.15

  	
  Language

  	
  12

  
	
  ARTICLE 2 NOTE FORMS

  	
  12

  
	
  2.1

  	
  Forms
  Generally

  	
  12

  
	
  2.2

  	
  Form of
  Face of Note

  	
  13

  
	
  2.3

  	
  Form of
  Reverse of Note

  	
  15

  
	
  2.4

  	
  Form of
  Trustee’s Certificate of Authentication

  	
  17

  
	
  2.5

  	
  Securities
  Issued to U.S. Persons

  	
  17

  
	
  ARTICLE 3 THE NOTES

  	
  19

  
	
  3.1

  	
  Title and
  Terms

  	
  19

  
	
  3.2

  	
  Denominations

  	
  19

  
	
  3.3

  	
  Execution,
  Authentication, Delivery and Dating

  	
  19

  
	
  3.4

  	
  Global Note

  	
  20

  
	
  3.5

  	
  Temporary
  Notes

  	
  20

  
	
  3.6

  	
  Registration,
  Registration of Transfer and Exchange

  	
  21

  
	
  3.7

  	
  Mutilated,
  Destroyed, Lost and Stolen Notes

  	
  22

  
	
  3.8

  	
  Payment of
  Interest; Interest Rights Preserved

  	
  22

  
	
  3.9

  	
  Persons
  Deemed Owners

  	
  24

  
	
  3.10

  	
  Cancellation

  	
  24

  
	
  3.11

  	
  Computation
  of Interest

  	
  24

  
	
  ARTICLE 4 SATISFACTION AND DISCHARGE

  	
  24

  
	
  4.1

  	
  Satisfaction
  and Discharge of Indenture

  	
  24

  
	
  4.2

  	
  Application
  of Trust Money

  	
  25

  
	
  ARTICLE 5 REMEDIES

  	
  26

  
	
  5.1

  	
  Events of
  Default

  	
  26

  
	
  5.2

  	
  Acceleration
  of Maturity; Rescission and Annulment

  	
  27

  
	
  5.3

  	
  Collection
  of Indebtedness and Suits for Enforcement by Trustee

  	
  28

  
	
  5.4

  	
  Trustee
  May File Proofs of Claim

  	
  28

  
	
  5.5

  	
  Trustee
  May Enforce Claims Without Possession of Notes

  	
  29

  
	
  5.6

  	
  Application
  of Money Collected

  	
  29

  
	
  5.7

  	
  Limitation
  on Suits

  	
  29

  
	
  5.8

  	
  Restoration
  of Rights and Remedies

  	
  30

  
	
  5.9

  	
  Rights and
  Remedies Cumulative

  	
  30

  
	
  5.10

  	
  Delay or
  Omission Not Waiver

  	
  30

  
	
  5.11

  	
  Control by
  Holders

  	
  30

  
	
  5.12

  	
  Waiver of
  Past Defaults

  	
  31

  
	
  5.13

  	
  Waiver of
  Stay or Extension Laws

  	
  31

  



 

















 


	
  ARTICLE 6 THE TRUSTEE

  	
  31

  
	
  6.1

  	
  Notice of
  Defaults

  	
  31

  
	
  6.2

  	
  Certain
  Rights of Trustee

  	
  31

  
	
  6.3

  	
  Trustee Not
  Responsible for Recitals or Issuance of Notes

  	
  33

  
	
  6.4

  	
  May Hold
  Notes

  	
  33

  
	
  6.5

  	
  Money Held
  in Trust

  	
  33

  
	
  6.6

  	
  Compensation
  and Reimbursement

  	
  33

  
	
  6.7

  	
  Corporate
  Trustee Required; Eligibility

  	
  34

  
	
  6.8

  	
  Resignation
  and Removal; Appointment of Successor

  	
  34

  
	
  6.9

  	
  Acceptance
  of Appointment by Successor

  	
  35

  
	
  6.10

  	
  Merger,
  Conversion, Consolidation or Succession to Business

  	
  35

  
	
  ARTICLE 7 HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND CORPORATION

  	
  35

  
	
  7.1

  	
  Trustee to
  Furnish Corporation Names and Addresses of Holders

  	
  35

  
	
  7.2

  	
  Preservation
  of Informal Communications with Noteholders

  	
  36

  
	
  7.3

  	
  Disclosure
  of Names and Addresses of Holders

  	
  36

  
	
  7.4

  	
  Reports by
  Corporation

  	
  36

  
	
  ARTICLE 8 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

  	
  37

  
	
  8.1

  	
  Corporation
  May Consolidate, etc., Only on Certain Terms

  	
  37

  
	
  8.2

  	
  Successor
  Person Substituted

  	
  37

  
	
  8.3

  	
  Securities
  to be Secured in Certain Events

  	
  37

  
	
  ARTICLE 9 SUPPLEMENTAL INDENTURES

  	
  38

  
	
  9.1

  	
  Supplemental
  Indentures Without Consent of Holders

  	
  38

  
	
  9.2

  	
  Supplemental
  Indentures with Consent of Holders

  	
  38

  
	
  9.3

  	
  Execution of
  Supplemental Indentures

  	
  39

  
	
  9.4

  	
  Effect of
  Supplemental Indentures

  	
  39

  
	
  9.5

  	
  Conformity with
  Trust Indenture Legislation

  	
  39

  
	
  9.6

  	
  Reference in
  Notes to Supplemental Indentures

  	
  39

  
	
  9.7

  	
  Notice of
  Supplemental Indentures

  	
  40

  
	
  ARTICLE 10 COVENANTS

  	
  40

  
	
  10.1

  	
  Payment of
  Principal, Premium, if any, and Interest

  	
  40

  
	
  10.2

  	
  Maintenance
  of Office or Agency

  	
  40

  
	
  10.3

  	
  Money for Note
  Payments to Be Held in Trust

  	
  40

  
	
  10.4

  	
  Statement as
  to Compliance

  	
  42

  
	
  10.5

  	
  Corporate
  Existence

  	
  42

  
	
  10.6

  	
  Negative
  Pledge

  	
  42

  
	
  10.7

  	
  Limitation
  on Sale/Leaseback Transactions

  	
  44

  
	
  10.8

  	
  Intentionally
  Deleted

  	
  44

  
	
  10.9

  	
  Waiver of
  Certain Covenants

  	
  44

  
	
  10.10

  	
  Additional
  Amounts

  	
  45

  
	
  ARTICLE 11 REDEMPTION OF NOTES

  	
  47

  
	
  11.1

  	
  Right of
  Redemption

  	
  47

  
	
  11.2

  	
  Applicability
  of Article

  	
  48

  
	
  11.3

  	
  Election to
  Redeem; Notice to Trustee

  	
  48

  
	
  11.4

  	
  Selection by
  Trustee of Notes to Be Redeemed

  	
  48

  
	
  11.5

  	
  Notice of
  Redemption

  	
  49

  
	
  11.6

  	
  Deposit of
  Redemption Price

  	
  49

  
	
  11.7

  	
  Notes
  Payable on Redemption Date

  	
  50

  
	
  11.8

  	
  Notes
  Redeemed in Part

  	
  50

  
	
  ARTICLE 12 DEFEASANCE AND COVENANT DEFEASANCE

  	
  50

  
	
  12.1

  	
  Corporation’s
  Option to Effect Defeasance or Covenant Defeasance

  	
  50

  
	
  12.2

  	
  Defeasance
  and Discharge

  	
  50

  
	
  12.3

  	
  Covenant
  Defeasance

  	
  51

  
	
  12.4

  	
  Conditions
  to Defeasance or Covenant Defeasance

  	
  51

  



 


ii

















 


	
  12.5

  	
  Deposited
  Money and Canadian Government Obligations to Be Held in Trust; Other Miscellaneous

  	
   

  
	
  Provisions

  	
  53

  
	
  12.6

  	
  Reinstatement

  	
  53

  
	
  ARTICLE 13 MEETINGS OF NOTEHOLDERS

  	
  54

  
	
  13.1

  	
  Right to
  Convene Meeting

  	
  54

  
	
  13.2

  	
  Notice

  	
  54

  
	
  13.3

  	
  Chairman

  	
  54

  
	
  13.4

  	
  Quorum

  	
  54

  
	
  13.5

  	
  Power to
  Adjourn

  	
  55

  
	
  13.6

  	
  Show of
  Hands

  	
  55

  
	
  13.7

  	
  Poll

  	
  55

  
	
  13.8

  	
  Voting

  	
  55

  
	
  13.9

  	
  Regulations

  	
  55

  
	
  13.10

  	
  Corporation
  and Trustee may be Represented

  	
  56

  
	
  13.11

  	
  Powers
  Exercisable by Extraordinary Resolution

  	
  56

  
	
  13.12

  	
  Powers
  Cumulative

  	
  57

  
	
  13.13

  	
  Meaning of
  “Extraordinary Resolution”

  	
  58

  
	
  13.14

  	
  Minutes

  	
  58

  
	
  13.15

  	
  Instruments
  in Writing

  	
  58

  
	
  13.16

  	
  Binding
  Effect of Resolutions

  	
  59

  



 


iii